2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation —The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements have been prepared in accordance with GAAP. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as the Codification or ASC. |
Principles of Consolidation | ' |
Principles of Consolidation — The accounts of the Company and its wholly-owned subsidiary Mytogen, Inc. are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated in consolidation. |
Segment Reporting | ' |
Segment Reporting — ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment. Disaggregation of the Company’s operating results is impracticable, because the Company’s research and development activities and its assets overlap, and management reviews its business as a single operating segment. Thus, discrete financial information is not available by more than one operating segment. |
Use of Estimates | ' |
Use of Estimates — These consolidated financial statements have been prepared in accordance with GAAP and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, the Company’s management has estimated loss contingencies related to outstanding litigation. In addition, Management has estimated variables used to calculate the Black-Scholes option pricing model used to value derivative instruments and the Company estimates the fair value of the embedded conversion option associated with the senior secured convertible debentures using a binomial lattice model as discussed below under “Fair Value Measurements”. Also, management has estimated the expected economic life and value of the Company’s licensed technology, the Company’s net operating loss for tax purposes, share-based payments for compensation to employees, directors, consultants and investment banks, and the useful lives of the Company’s fixed assets and its accounts receivable allowance. Actual results could differ from those estimates. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents — Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. As of September 30, 2013 and December 31, 2012, the Company had deposits in excess of federally-insured limits totaling $5,378,091 and $6,741,852, respectively. |
Grant Received | ' |
Grant Received — From time to time, the Company participates in research grants both as an initiator of grants as well as a sub-recipient of grant funds. The Company incurs costs for the grant and is subsequently reimbursed for these expenses by grant receipts. The Company records such receipts as a reduction in research and development costs. For the three and nine months ended September 30, 2013, the Company recorded as a reduction in research and development costs, $40,010, and $160,054, respectively. For the three and nine months ended September 30, 2012, the Company recorded as a reduction in research and development costs $140,046 and $260,090, respectively. |
Grants Receivable | ' |
Grants Receivable — The Company periodically assesses its grants receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, the Company records an allowance for that doubtful account. Once the Company has exhausted efforts to collect, management writes off the grants receivable against the allowance it has already created. |
Property and Equipment | ' |
Property and Equipment — The Company records its property and equipment at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of property and equipment, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. In the case of certain assets acquired under capital leases, the assets are recorded net of imputed interest, based upon the net present value of future payments. Assets under capital lease are pledged as collateral for the related lease. |
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The Company provides for depreciation over the assets’ estimated useful lives as follows: |
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Machinery & equipment | | 4 years | | | | | | | | | | | | | | |
Computer equipment | | 3 years | | | | | | | | | | | | | | |
Office furniture | | 4 years | | | | | | | | | | | | | | |
Leasehold improvements | | Lesser of lease life or economic life | | | | | | | | | | | | | | |
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Patents | ' |
Patents — The Company follows ASC 350-30, “General Intangibles Other than Goodwill,” in accounting for its patents. ASC 350-30 provides that costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as a whole, shall be recognized as an expense when incurred. The Company has expensed as research and development expense all costs associated with developing its patents. |
Equity Method Investment | ' |
Equity Method Investment — The Company follows ASC 323, “Investments-Equity Method and Joint Ventures,” in accounting for its investment in the joint venture with CHA Bio & Diostech Co. Ltd. (see Note 3 below). In the event the Company’s share of the joint venture’s net losses reduces the Company’s investment to zero, the Company will discontinue applying the equity method and will not provide for additional losses unless the Company has guaranteed obligations of the joint venture or is otherwise committed to provide further financial support for the joint venture. If the joint venture subsequently reports net income, the Company will resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. |
Deferred Costs | ' |
Deferred Costs — Consist of the following: |
(a) Payments, either in cash or share-based, made in connection with the sale of debentures which are amortized using the effective interest method over the lives of the related debentures. These deferred issuance costs are charged to financing costs when and if the related debt instrument is retired or converted early. The weighted average amortization period for deferred debt issuance costs is 48 months. |
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(b) Payments made to secure commitments under certain financing arrangements. These amounts are recognized in financing costs ratably over the period of the financing arrangements, and are recognized in financing costs immediately if the arrangement is cancelled, forfeited or the utility of the arrangement to the company is otherwise compromised. |
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(c) Payments made to financial institutions and consulting firms in order to provide financing related services. These costs are being amortized over the terms of the related agreements. |
Long-Lived Assets | ' |
Long-Lived Assets— The Company follows ASC 360-10, “Property, Plant, and Equipment,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Through September 30, 2013, the Company had not experienced impairment losses on its long-lived assets. |
Fair Value Measurements | ' |
Fair Value Measurements — The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, grants receivable, prepaid expenses, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amount of senior secured convertible debentures approximates fair value as the interest rate charged on the debentures is based on the prevailing rate. The three levels of valuation hierarchy are defined as follows: |
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| · | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | | | | | | | | | | | | | | |
| · | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | | | | | | | | | | | | | | |
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| · | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. | | | | | | | | | | | | | | |
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The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities From Equity,” and ASC 815, “Derivatives and Hedging.” Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model. |
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The Company uses Level 2 inputs for its valuation methodology for the warrant derivative liabilities and certain embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. |
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The Company uses Level 3 inputs for its valuation methodology for the fair value of the embedded conversion options associated with the senior secured convertible debentures. |
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The Company estimates the fair value of the embedded conversion option associated with the senior secured convertible debentures using a binomial lattice model, which estimates and compares the present value of the principal and interest payments to the as converted value to determine whether the holder of the notes should convert the notes into the Company’s common stock or continue to receive principal and interest payments. The Company uses this methodology to determine the fair value of the notes and corresponding beneficial conversion features because there are no observable inputs available with respect to the fair value. |
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The binomial lattice model relies on the following Level 3 inputs: (1) expected volatility of the Company’s common stock; (2) discount for illiquidity applicable to potentially large blocks of the Company’s common stock that may be issued upon conversion of the senior secured convertible debentures; and (3) discount rate for contractual debt principal and interest payments. The fair value of the embedded beneficial conversion feature is estimated as the difference between the fair value of the notes with and without the conversion feature. The fair value of the notes without the conversion feature is determined using one Level 3 input, the discount rate for contractual debt interest and principal payments. |
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| · | The expected volatility of the Company’s common stock is estimated from the historical volatility of daily returns in the Company’s common stock price. The Company monitors the volatility of its common stock on a quarterly basis to observe trends that many impact the fair value of the notes. | | | | | | | | | | | | | | |
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| · | The discount for illiquidity is measured using an average-strike option that calculates the discount as the opportunity cost for not being able to sell a large block of the Company’s common stock immediately at prevailing observable market prices. Inputs to the average-strike option model include the expected volatility of the Company’s common stock and time to sell a large block of the Company’s stock as Level 3 inputs and other observable inputs. The time to sell the stock is estimated considering the historical daily trading volume of the Company’s common stock and market maker estimates of the amount of shares that can be offered for sale above the normal the daily trading volume without depressing the price of the Company’s common stock. We monitor the trading volume of the Company’s common stock on a quarterly basis to observe trends that many impact the fair value of the notes. | | | | | | | | | | | | | | |
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| · | The discount rate for contractual debt interest and principal payments is estimated considering the security of the payments as stated in the debenture agreements, the Company’s credit standing, and yields to maturity of comparable securities. The Company monitors credit spreads, lending rates for companies that are at a similar stage of development, and the Company’s credit standing on a quarterly basis to observe trends that may impact the fair value of the notes. | | | | | | | | | | | | | | |
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The fair value of the senior secured convertible debentures is sensitive to changes in the discount rate for contractual debt principal and interest payments. A decrease in the discount would cause the fair value of the debentures to increase. The discount rate may decrease due to many factors including, decreases in rates of return offered on similar or alternative financial instruments, fluctuations in economic conditions, and improvement in the Company’s credit standing. The Company’s credit standing may improve if the Company raised additional equity capital, grew earnings, or reduced financial obligations. |
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Because the debentures are convertible into shares of the Company’s common stock, the fair value of the debentures is sensitive to changes in the value, volatility and trading volume of the Company’s common stock as these are primary factors affecting the value of the debenture holder’s conversion option. An increase in stock price and trading volume may improve the ability of the debenture holders to sell large blocks of the Company’s common stock and increase the likelihood of the debenture holders converting the notes into shares of the Company’s common stock. A reduction in the volatility of the Company’s common stock may also increase the likelihood of the debenture holders converting the debentures into shares of the Company’s common stock. Each of these factors may decrease the illiquidity discount estimated for potentially large blocks of the Company’s common stock, which may increase the value of the note conversion option and fair value. An improvement in the Company’s credit standing and increase in the Company’s stock price and trading volume may occur concurrently. |
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At September 30, 2013, the Company identified the following assets and liabilities that are required to be presented on the balance sheet at fair value: |
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| | Fair Value | | | Fair Value Measurements at | |
| | As of | | | 30-Sep-13 | |
Description | | 30-Sep-13 | | | Using Fair Value Hierarchy | |
| | | | | | Level 1 | | | Level 2 | | | Level 3 | |
Warrant and option derivative liabilities | | $ | 357,875 | | | $ | – | | | $ | 357,875 | | | $ | – | |
Embedded conversion option liabilities | | | 703,000 | | | | – | | | | – | | | | 703,000 | |
Total | | $ | 1,060,875 | | | $ | – | | | $ | 357,875 | | | $ | 703,000 | |
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The following table reconciles the change in fair value for measurements categorized within Level 3 of the fair value hierarchy: |
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| | Embedded | | | | | | | | | | | | | |
| | Conversion | | | | | | | | | | | | | |
| | Option | | | | | | | | | | | | | |
| | Liabilities | | | | | | | | | | | | | |
Balance at December 31, 2012 | | $ | 845,000 | | | | | | | | | | | | | |
Total (gains) or losses for the period included in earnings | | | (142,000 | ) | | | | | | | | | | | | |
Balance at September 30, 2013 | | $ | 703,000 | | | | | | | | | | | | | |
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Gains and losses included in earnings for the nine months ended September 30, 2013 are reported as follows: |
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| | Adjustment to | | | | | | | | | | | | | |
| | Fair Value of | | | | | | | | | | | | | |
| | Derivatives | | | | | | | | | | | | | |
Total gain included in earnings | | $ | 142,000 | | | | | | | | | | | | | |
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The following table provides quantitative information about measurements categorized within Level 3 of the fair value hierarchy: |
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| | Fair Value at | | | | | | | | | | | | | | |
| | September 30, | | Valuation | | | | | | | | | | | | |
Description | | 2013 | | Technique | | Unobservable Input | | Value | | | | | | | | |
Embedded conversion option liability | | 703,000 | | Binomial Lattice Model | | Expected volatility of the Company's common stock | | 71% | | | | | | | | |
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| | | | | | Discount for illiquidity of large blocks of the Company's common stock | | 5.7% to 100% | | | | | | | | |
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| | | | | | Discount rate for contractual debt principal and interest payments | | 20.00% | | | | | | | | |
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For the three and nine months ended September 30, 2013, the Company recognized a gain of $146,609 and $371,255, respectively, for the changes in the valuation of derivative liabilities. For the three and nine months ended September 30 2012, the Company recognized a loss of $336,200 and a gain of $256,282, respectively, for the changes in the valuation of derivative liabilities. |
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The Company did not identify any non-recurring assets and liabilities that were recorded at fair value during the periods presented. |
Revenue Recognition and Deferred Revenue | ' |
Revenue Recognition and Deferred Revenue — The Company’s revenues are primarily generated from license and research agreements with collaborators. Licensing revenue is recognized on a straight-line basis over the shorter of the life of the license or the estimated economic life of the patents related to the license. |
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License fee revenue begins to be recognized in the first full month following the effective date of the license agreement. Deferred revenue represents the portion of the license and other payments received that has not been earned. Costs associated with the license revenue are deferred and recognized over the same term as the revenue. Reimbursements of research expense pursuant to grants are recorded in the period during which collection of the reimbursement becomes assured, because the reimbursements are subject to approval. |
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In some cases, the Company is entitled to receive royalty payments from licensees. In such cases, the Company recognizes the royalties when they are earned and collectability of those royalty payments is reasonably assured. |
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In connection with its license agreements, the Company recorded $39,468 and $185,517 in license fee revenue for the three and nine months ended September 30, 2013, respectively. In connection with its license agreements, the Company recorded $68,184 and $342,053 in license fee revenue for the three and nine months ended September 30, 2012, respectively, in its consolidated statements of operations, and the remainder of the license fees have been accrued in deferred revenue at September 30, 2013 and December 31, 2012, respectively. |
Research and Development Costs | ' |
Research and Development Costs — Research and development costs consist of expenditures for the research and development of patents and technology, which cannot be capitalized. The Company’s research and development costs consist mainly of payroll and payroll related expenses, research supplies and research grants. Reimbursements of research expense pursuant to grants are recorded in the period during which collection of the reimbursement becomes assured, because the reimbursements are subject to approval. Research and development costs are expensed as incurred. |
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Share-Based Compensation | ' |
Share-Based Compensation — The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. There were 119,082,258 and 100,672,803 options outstanding as of September 30, 2013 and 2012, respectively. |
Income Taxes | ' |
Income Taxes — Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. |
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When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. |
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Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. |
Net Loss Per Share | ' |
Net Loss Per Share — Earnings per share is calculated in accordance with the ASC 260-10, “Earnings Per Share.” Basic earnings-per-share is based upon the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. |
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As of September 30, 2013 and 2012, the following potential dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. |
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| | September 30, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
Options, exercisable | | | 98,286,015 | | | | 74,093,057 | | | | | | | | | |
Warrants | | | 7,829,883 | | | | 21,757,421 | | | | | | | | | |
Convertible shares, notes | | | 79,750,873 | | | | 4,232,132 | | | | | | | | | |
Convertible shares, preferred stock | | | – | | | | 1,506,887 | | | | | | | | | |
| | | 185,866,771 | | | | 101,589,497 | | | | | | | | | |
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Concentrations and Other Risks | ' |
Concentrations and Other Risks — Currently, the Company’s revenues are concentrated on a small number of licensees/collaborators. The following table shows the Company’s concentrations of its revenue for those customers comprising greater than 10% of total license revenue for the three and nine months ended September 30, 2013 and 2012. |
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| | Three Months Ended | | Nine Months Ended | | | | | | | | | | |
| | September 30, | | September 30, | | | | | | | | | | |
| | 2013 | 2012 | | 2013 | 2012 | | | | | | | | | | |
International Stem Cell Corporation | | * | 18% | | 30% | 51% | | | | | | | | | | |
CHA Biotech and SCRMI | | 82% | 48% | | 53% | 29% | | | | | | | | | | |
Lifeline | | * | 24% | | * | 14% | | | | | | | | | | |
Embryone Sciences | | 18% | 10% | | 11% | * | | | | | | | | | | |
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*License revenue earned during the period was less than 10% of total license revenue. |
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Other risks include the uncertainty of the regulatory environment and the effect of future regulations on the Company’s business activities. As the Company is a biotechnology research and development company, there is also the attendant risk that someone could commence legal proceedings over the Company’s discoveries. |
Reclassifications | ' |
Reclassifications — Certain amounts have been reclassified in the three and nine months period ended September 30, 2012 to conform with the three and nine months period ended September 30, 2013. The reclassifications are related to costs that have been reclassified from research and development expenses to general and administrative expenses. The reclassification is as follows: |
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For the Three Months Ended September 30, 2012 |
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| | As Previously | | | Net | | | Reclassified | | | | | |
| | Reported | | | Reclass | | | Amount | | | | | |
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Research & Development | | $ | 2,808,300 | | | $ | (445,202 | ) | | $ | 2,363,098 | | | | | |
General & Administrative | | $ | 2,249,818 | | | $ | 445,202 | | | $ | 2,695,020 | | | | | |
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For the Nine Months Ended September 30, 2012 |
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| | As Previously | | | Net | | | Reclassified | | | | | |
| | Reported | | | Reclass | | | Amount | | | | | |
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Research & Development | | $ | 7,316,940 | | | $ | (1,112,794 | ) | | $ | 6,204,146 | | | | | |
General & Administrative | | $ | 7,881,294 | | | $ | 1,112,794 | | | $ | 8,994,088 | | | | | |
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Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, this guidance was amended by ASU 2013-01, “Clarifying the Scope of Disclosure about Offsetting Assets and Liabilities,” which limits the scope of ASU No. 2011-11 to certain derivatives, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions. This guidance is effective for annual and interim reporting periods beginning on or after January 1, 2013. The adoption of this standard did not have a material impact on the consolidated results of operations, financial condition, or liquidity. |