Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 22, 2014 | Mar. 31, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | OHR PHARMACEUTICAL INC | ||
Entity Central Index Key | 1173281 | ||
Document Type | 10-K | ||
Document Period End Date | 30-Sep-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -21 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $219,484,196 | ||
Entity Common Stock, Shares Outstanding | 25,260,190 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
CURRENT ASSETS | ||
Cash | $13,220,494 | $5,122,895 |
Prepaid expenses | 133,527 | 45,350 |
Total Current Assets | 13,354,021 | 5,168,245 |
EQUIPMENT, net | 104,425 | 29,755 |
OTHER ASSETS | ||
Security deposit | 12,243 | |
Investment in joint venture | 3,143 | |
Intangible assets, net | 17,810,400 | 545,865 |
Goodwill | 740,912 | |
TOTAL ASSETS | 32,025,144 | 5,743,865 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 351,864 | 465,686 |
Notes payable | 43,899 | 14,051 |
Contingent consideration | 4,877,359 | |
Total Current Liabilities | 5,273,122 | 479,737 |
TOTAL LIABILITIES | 5,273,122 | 479,737 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, Series B; 6,000,000 shares authorized, $0.0001 par value, 0 and 500,000 shares issued and outstanding, respectively | 50 | |
Common stock; 180,000,000 shares authorized, $0.0001 par value, 25,254,190 and 19,741,541 shares issued and outstanding, respectively | 2,525 | 1,974 |
Additional paid-in capital | 70,063,045 | 39,444,988 |
Accumulated deficit | -43,313,548 | -34,182,884 |
Total Stockholders' Equity | 26,752,022 | 5,264,128 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $32,025,144 | $5,743,865 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 500,000 |
Preferred stock, shares outstanding | 0 | 500,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 25,254,190 | 19,741,541 |
Common stock, shares outstanding | 25,254,190 | 19,741,541 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
OPERATING EXPENSES | |||
General and administrative | $555,735 | $312,541 | $135,552 |
Professional fees | 1,780,657 | 608,408 | 875,868 |
Research and development | 3,990,875 | 2,610,120 | 1,625,695 |
Salaries and wages | 2,795,657 | 1,089,847 | 649,293 |
Total Operating Expenses | 9,122,924 | 4,620,916 | 3,286,408 |
OPERATING LOSS | -9,122,924 | -4,620,916 | -3,286,408 |
OTHER INCOME (EXPENSE) | |||
Interest expense | -5,576 | -4,689 | -1,817 |
Change in derivative liability | -1,117,642 | 1,812,224 | |
Share in losses on investment in joint venture | -10,643 | ||
Gain on settlement of debt | 21,005 | ||
Other income and expense | 8,479 | 90,759 | 112 |
Total Other Income (Expense) | -7,740 | -1,031,572 | 1,831,524 |
LOSS FROM OPERATIONS BEFORE INCOME TAXES | -9,130,664 | -5,652,488 | -1,454,884 |
NET LOSS | ($9,130,664) | ($5,652,488) | ($1,454,884) |
BASIC AND DILUTED LOSS PER SHARE | ($0.41) | ($0.30) | ($0.10) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | |||
BASIC AND DILUTED | 22,141,538 | 18,707,759 | 14,242,792 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Setries B Preferred Stock | Common Stock [Member] | Additional Paid-in Capital | Stock Subscription Receivable | Accumulated Deficit | Total |
Balance, beginning at Sep. 30, 2011 | $558 | $1,324 | $22,291,877 | ($27,075,512) | ($4,781,753) | |
Balance, beginning, shares at Sep. 30, 2011 | 5,583,336 | 13,234,194 | ||||
Common stock and warrants issued for cash | 61 | 958,469 | 958,530 | |||
Common stock and warrants issued for cash, shares | 611,114 | |||||
Fair value of employee stock options | 406,267 | 406,267 | ||||
Common stock issued in conversion of warrants | 177 | 2,914,274 | -11,891 | 2,902,560 | ||
Common stock issued in conversion of warrants, shares | 1,774,999 | |||||
Common stock and warrants issued in advance of services | 13 | 941,398 | 941,411 | |||
Common stock and warrants issued in advance of services, shares | 132,589 | |||||
Adjustment for derivative liability | 3,454,094 | 3,454,094 | ||||
Net income (loss) for the year | -1,454,884 | -1,454,884 | ||||
Balance, ending at Sep. 30, 2012 | 558 | 1,575 | 30,966,379 | -11,891 | -28,530,396 | 2,426,225 |
Balance, ending, shares at Sep. 30, 2012 | 5,583,336 | 15,752,896 | ||||
Fair value of employee stock options | 746,262 | 746,262 | ||||
Common stock issued in exercise of warrants | 214 | 5,239,650 | 5,239,864 | |||
Common stock issued in exercise of warrants, shares | 2,131,784 | |||||
Termination of derivative liability | 1,886,338 | 1,886,338 | ||||
Common stock issued for services | 5 | 270,162 | 270,167 | |||
Common stock issued for services, shares | 52,433 | |||||
Adjustment for derivative liability | 335,869 | 335,869 | ||||
Conversion of preferred series B to common stock | -508 | 169 | 339 | |||
Conversion of preferred series B to common stock, shares | -5,083,336 | 1,694,446 | ||||
Exercise of director options | 11 | -11 | ||||
Exercise of director options, shares | 109,982 | |||||
Proceeds received for subscription receivable | 11,891 | 11,891 | ||||
Net income (loss) for the year | -5,652,488 | -5,652,488 | ||||
Balance, ending at Sep. 30, 2013 | 50 | 1,974 | 39,444,988 | -34,182,884 | 5,264,128 | |
Balance, ending, shares at Sep. 30, 2013 | 500,000 | 19,741,541 | ||||
Fair value of employee stock options | 2,074,487 | 2,074,487 | ||||
Common stock issued in exercise of warrants | 11 | 260,741 | 260,752 | |||
Common stock issued in exercise of warrants, shares | 106,056 | |||||
Cashless exercise of warrants | 223 | -223 | ||||
Cashless exercise of warrants, shares | 2,238,782 | |||||
Common stock issued for settlement of accounts payable | 1 | 49,999 | 50,000 | |||
Common stock issued for settlement of accounts payable, shares | 6,282 | |||||
Common stock issued for cash | 180 | 16,875,820 | 16,876,000 | |||
Common stock issued for cash, shares | 1,800,000 | |||||
Common stock issued for acquisition of assets | 119 | 10,180,105 | 10,180,224 | |||
Common stock issued for acquisition of assets, shares | 1,194,862 | |||||
Warrants issued for service | 1,177,095 | 1,177,095 | ||||
Conversion of preferred series B to common stock | -50 | 17 | 33 | |||
Conversion of preferred series B to common stock, shares | -500,000 | 166,667 | ||||
Net income (loss) for the year | -9,130,664 | -9,130,664 | ||||
Balance, ending at Sep. 30, 2014 | $2,525 | $70,063,045 | ($43,313,548) | $26,752,022 | ||
Balance, ending, shares at Sep. 30, 2014 | 25,254,190 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
OPERATING ACTIVITIES | |||
Net loss | ($9,130,664) | ($5,652,488) | ($1,454,884) |
Adjustments to reconcile net loss to net cash used by operating activities: | |||
Common stock issued for services | 270,167 | 309,322 | |
Fair value of warrants issued for services | 1,177,095 | 335,869 | 632,089 |
Fair value of employee stock options | 2,074,487 | 746,262 | 406,267 |
Gain on settlement of debt | -21,005 | ||
Loss on derivative liability | 1,117,642 | -1,812,224 | |
Share in losses on investment in joint venture | 10,643 | ||
Depreciation | 17,850 | 13,356 | 9,456 |
Amortization of patent costs | 448,456 | 77,789 | 78,273 |
Changes in operating assets and liabilities | |||
Prepaid expenses and deposits | 105,823 | 236,492 | 78,465 |
Accounts payable and accrued expenses | -63,822 | 165,224 | 20,412 |
Net Cash Used in Operating Activities | -5,360,132 | -2,689,687 | -1,753,829 |
INVESTING ACTIVITIES | |||
Purchase of equipment | -1,083 | -33,403 | |
Investment in joint venture | -13,786 | ||
Purchase of patents and other intellectual property | -3,500,000 | ||
Net Cash Provided by (Used in) Investing Activities | -3,514,869 | -33,403 | |
FINANCING ACTIVITIES | |||
Proceeds from the sale of common stock and warrants | 16,876,000 | 1,100,000 | |
Proceeds from warrants exercised for cash | 260,752 | 5,251,755 | 2,902,560 |
Repayments of short-term notes payable | -164,152 | -71,586 | -52,701 |
Net Cash Provided by Financing Activities | 16,972,600 | 5,180,169 | 3,949,859 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 8,097,599 | 2,490,482 | 2,162,627 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 5,122,895 | 2,632,413 | 469,786 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 13,220,494 | 5,122,895 | 2,632,413 |
CASH PAID FOR: | |||
Interest | 5,576 | 4,192 | 1,817 |
NON CASH FINANCING ACTIVITIES: | |||
Reclassification of derivative liability to permanent equity | 1,886,338 | 3,454,094 | |
Common stock issued to acquire intangible assets | 10,180,224 | ||
Financing of insurance premiums through issuance of short term notes | 194,000 | 63,600 | 74,738 |
Conversion of preferred for common stock | 50 | 508 | |
Noncash exercise of options and warrants | 223 | 11 | |
Common stock issued to settle accounts payable | $50,000 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS |
OHR Pharmaceutical, Inc. (“we”, or the “Company”) is a pharmaceutical company focused on the development of the Company’s previously acquired compounds and technologies with a focus on the clinical and preclinical development of ophthalmology products. Our lead clinical program, Squalamine eye drops (OHR-102), is being evaluated in multiple clinical trials for the treatment of back-of-the-eye disorders including the wet form of age-related macular degeneration (“wet-AMD”). We are also developing a recently acquired sustained release ocular drug delivery platform technology. | |
On June 3, 2013, the Company effected a 3:1 reverse stock split on its shares of common stock. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split. | |
On February 26, 2014, the Company entered into a Joint Venture Agreement and related agreements with Cold Spring Harbor Laboratory (“CSHL”) pursuant to which a joint venture, DepYmed Inc. (“DepYmed”), was formed to further preclinical and clinical development of Ohr’s Trodusquemine and analogues as PTP1B inhibitors for oncology indications. DepYmed is jointly owned and managed by CSHL and the Company, and licenses research from CSHL and intellectual property from the Company. This joint venture is being accounted for under the equity method, since it does not meet the criteria of a variable interest entity and the Company does not have control of the entity. | |
On May 30, 2014, the Company completed the acquisition of certain assets of SKS Ocular, LLC (“SKS Parent”), and SKS Ocular 1, LLC (“SKS 1” and SKS Parent referred to herein as “SKS”), including licenses, patents and contracts relating to micro-fabrication polymer-based sustained delivery platforms related to ocular therapeutics and dry age-related macular degeneration animal models, together with biomarkers to support such models. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates subject to change in the near term include impairment (if any) of long-lived assets and fair value of derivative liabilities. | |||||||||||||||||
Accounting Basis and Principles of Consolidation | |||||||||||||||||
The Company prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, and they include the accounts of Ohr Pharmaceutical, Inc. and its subsidiaries. The Company has elected a September 30 fiscal year end. All intercompany balances and transactions have been eliminated in consolidation. The Company also uses the equity method to account for its joint venture. This method is used because the joint venture does not meet the variable interest entity requirements for consolidation and the Company does not have control of the entity. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly-liquid investments purchased with an original maturity date of three months or less to be cash equivalents. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had approximately $12,970,494 and $4,872,895 of cash balances in excess of federally insured limits at September 30, 2014 and 2013, respectively. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||||||
Description | Useful Lives | ||||||||||||||||
Equipment | 5 years | ||||||||||||||||
Lab Equipment | 5 years | ||||||||||||||||
Leasehold Improvements | 7 years | ||||||||||||||||
Office Furniture and Fixtures | 3 years | ||||||||||||||||
Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment that exceed $1,000 are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. | |||||||||||||||||
Valuation of Long-Lived Assets | |||||||||||||||||
Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of September 30, 2014 and 2013, management does not believe any of the Company’s long-lived assets were impaired. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable, accounts payable and notes payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||||||
Level 3-Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity's own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. | |||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 and 2013, on a recurring basis: | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent stock consideration | $ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | |||||||||
$ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | ||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Stock warrant derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||
$ | — | $ | — | $ | — | $ | — | ||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
The Company also measures certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. As of September 30, 2014, the Company had intangible assets that were measured at fair value on a nonrecurring basis valued at $17,810,000. The Company classified these fair value measurements as Level 3 of the fair value hierarchy as the valuations included Level 3 inputs that were significant to the estimate of fair value. | |||||||||||||||||
Stock Warrant Derivative Liability | |||||||||||||||||
Market prices are not available for the Company’s warrants nor are market prices of similar warrants available. The Company assessed that the fair value of this liability approximates its carrying value since carrying value has been adjusted to fair value. | |||||||||||||||||
The method described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If a readily determined market value became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value. | |||||||||||||||||
The following tables present the fair value of financial instruments as of September 30, 2014, by caption on the balance sheet and by ASC 820 valuation hierarchy described above. | |||||||||||||||||
Level 3 Reconciliation: | Stock | Contingent | |||||||||||||||
Warrant | Stock | ||||||||||||||||
Derivative | Consideration | ||||||||||||||||
Level 3 assets and liabilities at September 30, 2011 | $ | (5,893,544 | ) | $ | — | ||||||||||||
Purchases, sales, issuances and settlements (net) | 3,312,624 | — | |||||||||||||||
Mark to market adjustments | 1,812,224 | — | |||||||||||||||
Level 3 assets and liabilities at September 30, 2012 | (768,696 | ) | — | ||||||||||||||
Purchases, sales, issuances and settlements (net) | 1,886,338 | — | |||||||||||||||
Mark to market adjustments | (1,117,642 | ) | — | ||||||||||||||
Total level 3 assets and liabilities at September 30, 2013 | — | — | |||||||||||||||
Purchases, sales, issuances and settlements (net) | — | 4,877,359 | |||||||||||||||
Mark to market adjustments | — | — | |||||||||||||||
Total level 3 assets and liabilities at September 30, 2014 | $ | — | $ | 4,877,359 | |||||||||||||
In March 2013, the stock warrants were fully exercised; 24,000 warrants for cash and the remaining 816,000 warrants through a cashless exercise. Consequently, these instruments were no longer accounted for as derivatives. The stock warrants were marked to market as of the exercise date and the applicable fair value related to the 816,000 warrants of $1,886,338 was credited to additional paid in capital while the applicable fair value for the 24,000 warrants of $55,481 was credited to gain on derivative liability. | |||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||
The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including warrants and other instruments not indexed to our stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. | |||||||||||||||||
Goodwill and Intangibles | |||||||||||||||||
The Company evaluates goodwill and other finite-lived intangible assets in accordance with FASB ASC Topic 350, “Intangibles — Goodwill and Other.” Goodwill is recorded at the time of an acquisition and is calculated as the difference between the total consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. Accounting for acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including in-process research and development (“IPR&D”). Goodwill is deemed to have an indefinite life and is not amortized, but is subject to annual impairment tests. If the assumptions and estimates used to allocate the purchase price are not correct, or if business conditions change, purchase price adjustments or future asset impairment charges could be required. The value of our goodwill could be impacted by future adverse changes such as: (i) any future declines in our operating results, (ii) a decline in the valuation of technology, including the valuation of our common stock, (iii) a significant slowdown in the worldwide economy or (iv) any failure to meet the performance projections included in our forecasts of future operating results. In accordance with FASB ASC Topic 350, the Company tests goodwill for impairment on an annual basis or more frequently if the Company believes indicators of impairment exist. Impairment evaluations involve management estimates of asset useful lives and future cash flows. Significant management judgment is required in the forecasts of future operating results that are used in the evaluations. It is possible, however, that the plans and estimates used may be incorrect. If our actual results, or the plans and estimates used in future impairment analysis, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges in a future period. | |||||||||||||||||
The Company performs its annual impairment review of goodwill in September, and when a triggering event occurs between annual impairment tests. The Company recorded no impairment loss for the years ended September 30, 2014 and 2013. | |||||||||||||||||
The Company’s other finite-lived intangible assets consist of license rights and patents. The Company amortizes its patents over the life of each patent and license rights over the remaining life of the patents that it has rights for. The current license rights have a remaining life of 16 years. During the years ended September 30, 2014, 2013, and 2012 the Company recognized $448,456, $77,789, and $78,273 in amortization expense on the patents and license rights, respectively. The amortization expense has been included in general and administrative expense. | |||||||||||||||||
Research and Development | |||||||||||||||||
Research and development expenses are expensed in the consolidated statements of operations as incurred in accordance with FASB ASC 730, Research and Development. Research and development expenses include salaries, related employee expenses, clinical trial expenses, research expenses, consulting fees, and laboratory costs. The Company incurred net research and development expenses of $3,990,875, $2,610,120, and $1,625,695 during the years ended September 30, 2014, 2013, and 2012 respectively. | |||||||||||||||||
Share-based Compensation | |||||||||||||||||
The Company follows the provisions of ASC 718, “Share-Based Payments” which requires all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. | |||||||||||||||||
In accordance with ASC 505, equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. | |||||||||||||||||
In July, 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. ASC 740 became effective for the Company as of July 1, 2008, and had no material impact on the Company’s financial statements. | |||||||||||||||||
The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception. | |||||||||||||||||
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2011 to 2013 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax years. | |||||||||||||||||
Loss Per Share | |||||||||||||||||
Basic loss per common share is computed by dividing losses attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. | |||||||||||||||||
Diluted loss per common share is computed by dividing losses attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, and warrants. | |||||||||||||||||
For the years ended September 30, 2014 and 2013, all of the Company’s potentially dilutive securities (warrants and options) were excluded from the computation of diluted loss per share as they were anti-dilutive. The total numbers of potentially dilutive shares that were excluded were 3,995,343 and 6,994,269 at September 30, 2014 and 2013, respectively. | |||||||||||||||||
Reclassification of Financial Statement Accounts | |||||||||||||||||
Certain amounts in the September 30, 2013 and 2012 financial statements have been reclassified to conform to the presentation in the September 30, 2014 financial statements. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
Management has considered all recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
ASSET_ACQUISITION
ASSET ACQUISITION | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
ASSET ACQUISITION | NOTE 3 – ASSET ACQUISITION | ||||||||
On May 30, 2014, the Company completed the acquisition of certain assets of SKS Ocular, LLC (“SKS Parent”), and SKS Ocular 1, LLC (“SKS 1” and SKS Parent referred to herein as “SKS”), including licenses, patents and contracts relating to micro-fabrication polymer-based sustained delivery platforms related to ocular therapeutics and dry age-related macular degeneration animal models, together with biomarkers to support such models. | |||||||||
The purchase price consisted of: (a) Cash in the amount of $3,500,000; (b) 1,194,862 shares of the Company’s common stock (valued at $10,180,224 based on the trading price on May 30, 2014 of the Company’s common stock) and (c) an additional 1,493,577 shares (the “contingent shares”) that will be issued contingent to achievement of certain milestones. | |||||||||
Purchase Price | |||||||||
Cash at closing | $ | 3,500,000 | |||||||
Stock Issued | 10,180,224 | ||||||||
Contingent Consideration Stock | 4,877,359 | ||||||||
Total Purchase Price | $ | 18,557,583 | |||||||
The acquisition of the assets of SKS has been accounted for as an acquisition of a business whereby the purchase price was allocated to tangible and intangible assets acquired based on their fair values as of the acquisition date. | |||||||||
The Company evaluated the contingent stock consideration in accordance with ASC 480 and 815, regarding contingent consideration arrangements. Based on this evaluation, the Company has determined that the contingent consideration met the liability criteria and should be recorded as a liability of the Company. | |||||||||
A summary of the pro forma purchase price allocation as of May 30, 2014 is as follows: | |||||||||
Purchase Price Allocation | |||||||||
Lab equipment | $ | 86,733 | |||||||
Computer and software | 2,523 | ||||||||
Leasehold improvements | 2,181 | ||||||||
Security deposit | 12,243 | ||||||||
License rights | 17,712,991 | ||||||||
Goodwill | 740,912 | ||||||||
Total Purchase Price Allocation | $ | 18,557,583 | |||||||
The following pro forma statement of operations presents the results of operations as if the SKS Acquisition had taken place on October 1, 2013 and represents the combined revenues and expenses of the Company had the SKS Acquisition existed for the entire year ended September 30, 2014: | |||||||||
Pro Forma Consolidated Statement of Operations | |||||||||
For the Year Ended September 30, 2014 | |||||||||
(Unaudited) | |||||||||
REVENUES | $ | 1,839,000 | |||||||
OPERATING EXPENSES | |||||||||
General and administrative | 827,345 | ||||||||
Professional fees | 2,335,422 | ||||||||
Research and development | 5,948,332 | ||||||||
Salaries and wages | 2,616,783 | ||||||||
Total Operating Expenses | 11,727,882 | ||||||||
OPERATING LOSS | (9,888,882 | ) | |||||||
OTHER INCOME (EXPENSE) | |||||||||
Interest expense | (62,944 | ) | |||||||
Other income | 8,478 | ||||||||
Total Other Income (Expense) | (54,466 | ) | |||||||
NET LOSS | $ | (9,943,348 | ) | ||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | NOTE 4 - PROPERTY AND EQUIPMENT | ||||||||
Property and equipment at September 30, 2014 and 2013 consist of: | |||||||||
2014 | 2013 | ||||||||
Equipment | $ | 59,503 | $ | 58,241 | |||||
Lab Equipment | 86,733 | — | |||||||
Leasehold Improvements | 2,181 | — | |||||||
Office Furniture and Fixture | 2,523 | — | |||||||
150,940 | 58,241 | ||||||||
Accumulated Depreciation | (46,515 | ) | (28,486 | ) | |||||
Total Property and Equipment | $ | 104,425 | $ | 29,755 | |||||
Depreciation expense for the years ended September 30, 2014, 2013 and 2012 was $17,850, $13,356 and $9,456, respectively. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS | ||||||||
Intangible assets at September 30, 2014 and 2013 consist of: | |||||||||
2014 | 2013 | ||||||||
License Rights | $ | 17,712,991 | $ | — | |||||
Patent Costs | 800,000 | 800,000 | |||||||
18,512,991 | 800,000 | ||||||||
Accumulated Amortization | (702,591 | ) | (254,135 | ) | |||||
Total Intangible Assets | $ | 17,810,400 | $ | 545,865 | |||||
During the years ended September 30, 2014, 2013 and 2012, the Company recognized $448,456, $77,789 and $78,273, respectively, in amortization expense on the patents. The amortization expense has been included in research and development expense. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE |
On February 28, 2013, the Company entered into a financing arrangement for its directors and officers insurance policy in the amount of $63,600. The financing arrangement bears interest at 7.25% and was fully paid 9 months from the date of issuance. As of September 30, 2014, the Company had repaid $63,600 of principal and had paid interest of $2,301 in cash. | |
On February 28, 2014, the Company entered into a premium financing arrangement for its directors and officers insurance in the amount of $194,000. The financing arrangement bears interest at 6.75% and will be fully paid in 12 months from the date of issuance. As of September 30, 2014, the Company had repaid $150,101 of principal and had paid interest of $5,064 in cash. |
DERIVATIVE_LIABILITY_AND_FAIR_
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Sep. 30, 2014 | |
Derivative Liability And Fair Value Measurements | |
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS | NOTE 7 – DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS |
Effective July 31, 2009, the Company adopted ASC Topic No. 815-40 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. As of September 30, 2013, the Company no securities which contain certain provisions which result in these securities not being solely indexed to the Company’s own stock and are not afforded equity treatment. | |
On January 15, 2010 the Company issued 1,861,112 warrants (the “Class H Warrants”) with an exercise price of $1.65 to warrant holders that had exercised warrants during the period at $0.54. On December 30, 2010, the Company issued 840,000 warrants (the “Class I Warrants”) with an exercise price of $1.65 that were attached to shares sold to a group of institutional and accredited investors for gross proceeds of $1,005,000. The exercise prices of both sets of warrants were subject to certain “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than $0.54 for the Class H Warrants and $0.75 for the Class I Warrants. If these provisions were triggered, the exercise price of all the warrants would have been reduced. Due to the “reset” provisions of the warrants, the warrants were not considered to be solely indexed to the Company’s own stock and were not afforded equity treatment. | |
The fair value of the derivative liability was calculated using a Lattice Model that values the embedded derivatives based on future projections of the various potential outcomes. The assumptions that are analyzed and incorporated into the model include the conversion feature with the full ratchet and weighted average anti-dilution reset, expectations of future stock price performance and expectations of future issuances based on the Company’s prior stock history, prior issuances of stock, and expected capital requirements. Probabilities were assigned to various scenarios in which the reset provisions would go into effect and weighted accordingly. | |
The total fair value of the Class H Warrants at issuance date, amounting to $2,868,242, has been recognized as a derivative liability with all future changes in the fair value of these warrants being recognized in earnings in the Company’s statement of operations under the caption “Other income (expense) – Gain (loss) on derivative liabilities” until such time as the warrants are exercised or expire. | |
On January 15, 2012, the reset provisions included in the Class H Warrants expired. As a result, the warrants are deemed to be indexed solely to the Company’s own stock as of that date and therefore are eligible to be included within permanent equity. On January 15, 2012, the Company assessed the fair market value of the derivative prior to expiration and recorded a corresponding gain of $51,769 based on the decrease in fair market value since December 31, 2011. The Company then reclassified the $3,454,094 fair market value of the derivative liability for the reset provision on the date of expiration to shareholders’ equity in accordance with ASC 815-15-35. | |
The total fair value of the Class I Warrants at issuance date, amounting to $528,847, has been recognized as a derivative liability with all future changes in the fair value of these warrants being recognized in earnings in the Company’s Statement of Operations under the caption “Other income (expense) – Gain (loss) on warrant derivative liabilities” until such time as the warrants are exercised or expire. The total cash proceeds of $1,050,000 were first applied to the warrants with the remaining $521,153 allocated to the common shares and recorded in additional paid-in capital. | |
On December 16, 2011 the Company sold 611,114 shares of common stock and 305,559 Class J warrants to a group of institutional and accredited investors for gross proceeds of $1,100,000. As part of the sale, the Company agreed to protect investors against any potential decrease in the price of a later offering made by the Company (the “Ratchet Provision”); that is, if the Company issues shares at a price per share (the “Lower Price”) below $1.80 per share (the “Benchmark Price”) then the Company has agreed to issue each investor a predetermined number of additional shares (“Ratchet Shares”) without additional payment from the investor. The Ratchet Shares provided for lowering each investor’s effective purchase price to be equal to either the Lower Price or $1.50 per share (the “Floor Price”), whichever is higher. This provision expired in October 2012. | |
As a result, the Company recorded the fair value of the Class J Warrants as a derivative liability. The fair value of the derivative liability was calculated using a Lattice Model that values the embedded derivatives based on future projections of the various potential outcomes. The assumptions that are analyzed and incorporated into the model include expectations of additional potential shares to be issued under the provision, the expectations of future stock price performance, expectations of future issuances based on the Company’s prior stock history, prior issuances of stock, and expected capital requirements. Probabilities were assigned to various scenarios in which the reset provisions would go into effect and weighted accordingly. | |
Out of the total $1,100,000 raised in the offering, the Company has allocated $141,470 of the proceeds to the Ratchet Provision derivative liability based on the total fair value on the date of issuance. The $141,470 has been recognized as a derivative liability on the date of issuance with all subsequent changes in the fair value of this derivative being recognized in earnings in the Company’s Statement of Operations under the caption “Other income (expense) – Gain (loss) on derivative liabilities” until such time as the Ratchet Provision expires. The remaining proceeds of $958,530 have been allocated to the common stock and warrants based on their relative fair market values. | |
ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as other income or expense item. In March 2013, the Company’s derivative liability decreased from $768,696 to $0 due to exercise of the warrants (See Note 1 for additional information). |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 8 – CAPITAL STOCK |
On December 16, 2011 the Company sold 611,114 common shares with warrants to a group of institutional and accredited investors for gross proceeds of $1,100,000. | |
As part of the sale, a price protection Ratchet Provision (since expired),was included in the warrants, which has been recorded as a derivative liability (see Note 5). In addition, the investors received 305,559 five year Class J Warrants to purchase shares of the Company’s common stock at an exercise price of $1.95 per share which have been recorded within permanent equity. The Company allocated the $1,100,000 in proceeds first to the derivative liability based on its fair value at issuance of $141,470. The remaining $958,530 was allocated between the shares of common stock and warrants based on their relative fair values on the date of issuance. The fair value of the warrants was $314,453 leaving a net of $644,077 for the value of the shares issued. | |
On February 15, 2012, the Company issued 55,556 common shares as a deposit on a service contract. The shares were valued at $1.80 per share based on the fair market value of the services to be provided. The Company recorded the corresponding $100,000 fair market value as research and development expense. | |
On March 18, 2012, the Company issued 43,333 common shares as a deposit on a service contract. The shares were valued at $2.52 per share based on the fair market value of the stock on the date of issuance. The Company recorded the corresponding $109,200 fair market value as professional fees. | |
On April 10, 2012 the Company converted 14,464 warrants into shares of common stock through a cashless exercise. The cashless calculation resulted to 4,221 common shares which were issued April 11, 2012. | |
On June 28, 2012, the Company issued 1,766,334 common shares for total proceeds of $2,914,452 to investors who elected to convert their series H warrants at an exercise price of $1.65. As an incentive to exercise the options, the Company agreed to issue 0.6 replacement warrants for each full warrant exercised. The Company issued 1,059,803 replacement warrants under the incentive provision with an exercise price of $3.60. The warrants were valued at $2,663,204. As the original warrants were issued as part of cash financing, the value of these warrants has been included as an offsetting entry within additional paid-in capital. As of September 30, 2012, the Company has received $2,902,560 in cash and has recorded a stock subscription receivable of $11,891 which was fully collected during the year ended September 30, 2013. | |
On July 9, 2012, the Company converted 10,000 warrants into shares of common stock through a cashless exercise. The cashless calculation resulted to 4,444 common shares which were issued on July 17, 2012. | |
On September 12, 2012, the Company issued 33,333 common shares as a deposit on a service contract. The shares were valued at $2.97 per share based on the fair market value of the stock on the date of issuance. The Company recorded the corresponding $99,000 fair market value as professional fees. | |
On September 19, 2012, the Company issued 367 common shares to a consultant for services. The shares were valued at $3.06 per share based on the market price of the shares on the date of issuance. The Company recorded the corresponding $1,122 expense to general and administrative expense. | |
On October 5, 2012, two holders of its Series B preferred shares converted an aggregate of 138,889 preferred shares into common shares. Accordingly, the Company issued 46,296 common shares. | |
On October 24, 2012, the Company issued 66,667 shares of common stock for total proceeds of $100,000 upon exercise of warrants at an exercise price per share of $1.50. | |
On November 30, 2012, the Company received notice from a former director to exercise 53,624 options to purchase common stock using the cashless exercise feature in the option. Accordingly, the Company issued 30,842 common shares. | |
In March 2013, the Company issued 36,379 shares of common stock for total proceeds of $76,682 upon exercise of warrants at an exercise price per share ranging from $1.65 to $3.57. | |
On March 13, 2013, the Company received notice from a director to exercise 128,698 options using the cashless exercise feature in the option. Accordingly, the Company issued 79,140 common shares. | |
On March 27, 2013, the Company received notices of cashless exercise for 816,000 Class I warrants. Accordingly, the Company issued 560,822 common shares. | |
On April 1, 2013, the Company issued 43,333 common shares in exchange for consulting services. These shares were valued at $214,500 using the stock price at the grant date. | |
On April 16, 2013, a holder of its Series B preferred shares converted 138,889 preferred shares into common shares. Accordingly, the Company issued 46,296 common shares. | |
On April 18, 2013, the Company issued 1,406,320 shares of common stock for total proceeds of $5,025,345 upon exercise of warrants at an exercise price per share of $3.57. | |
On May 15, 2013, several holders of its Series B preferred shares converted an aggregate of 3,911,108 preferred shares into common shares. Accordingly, the Company issued 1,303,704 common shares. | |
On June 7, 2013, the Company issued 6,519 shares of common stock for total proceeds of $10,756 upon exercise of warrants at an exercise price per share of $1.65. | |
On June 14, 2013, two holders of its Series B preferred shares converted an aggregate of 894,450 preferred shares into common shares. Accordingly, the Company issued 298,150 common shares. | |
On June 14, 2013, 1,000 Class I warrants at an exercise price per share of $1.50 were exercised by cashless exercise. Accordingly, the Company issued 730 common shares. | |
On July 1, 2013, 50,000 warrants at an exercise price per share of $1.50 were exercised by cashless exercise. Accordingly, the Company issued 40,458 common shares. | |
On July 24, 2013, the Company issued 9,100 common shares to a consultant for services. The shares were valued at $55,667 using the stock price at the grant date. | |
On September 20, 2013, the Company issued 13,889 shares of common stock for total proceeds of $27,084 upon exercise of warrants at an exercise price per share of $1.95. | |
During the year ended September 30, 2013, the Company collected the subscription receivable from the prior year’s exercise of warrants of $11,891. | |
On October 2, 2013, the Company issued 6,282 shares of common stock to a legal firm to settle $50,000 in accounts payable. These shares were valued at $7.96 which was the price of the stock at the close of business on the previous trading day. | |
On October 31, 2013, 55,556 Series A Warrants with an exercise price of $3.60 were exercised. Accordingly, the Company issued 55,556 common shares for proceeds of $200,002. | |
On November 13, 2013, two holders of its Series B preferred shares converted an aggregate of 500,000 preferred shares into 166,667 common shares. As of the date of this filing, there are no Series B preferred shares outstanding. | |
On February 26, 2014, 30,741 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 10,634 common shares. | |
On February 28, 2014, 23,867 warrants were exercised at an exercise price per share of $3.60 using cashless exercise. Accordingly, the Company issued 18,408 common shares. | |
On March 18, 2014, 28,000 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 14,959 common shares. | |
On March 19, 2014, 1,616,667 warrants were exercised at an exercise price per share of $1.50 using cashless exercise. Accordingly, the Company issued 1,468,765 common shares. | |
On March 20, 2014, 19,723 warrants were exercised at an exercise price per share of $1.95 using cashless exercise. Accordingly, the Company issued 17,672 common shares. | |
On March 24, 2014, 13,889 warrants were exercised at an exercise price per share of $1.95 using cashless exercise. Accordingly, the Company issued 12,448 common shares. | |
On March 24, 2014, 33,267 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 19,123 common shares. | |
On March 26, 2014, 27,778 warrants were exercised at an exercise price per share of $1.95 using cashless exercise. Accordingly, the Company issued 24,660 common shares. | |
On March 26, 2014, 500 warrants with an exercise price of $1.50 were exercised. Accordingly, the Company issued 500 common shares for proceeds of $750. | |
On March 28, 2014, 34,723 warrants were exercised at an exercise price per share of $1.95 using cashless exercise. Accordingly, the Company issued 30,826 common shares. | |
On March 28, 2014, 339,841 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 198,165 common shares. | |
On March 31, 2014, 16,204 warrants were exercised at an exercise price per share of $1.95 using cashless exercise. Accordingly, the Company issued 14,332 common shares. | |
On April 28, 2014, the Company received subscription notices to purchase 1,800,000 shares of common stock with a price of $10.00 less issuance costs. Accordingly, the Company issued 1,800,000 common shares and received net proceeds of approximately $16.9 million. | |
On April 10, 2014, 14,815 warrants were exercised at an exercise price per share of $3.60 using cashless exercise. Accordingly, the Company issued 11,068 common shares. | |
On April 16, 2014, 3,334 warrants were exercised at an exercise price per share of $3.60 using cashless exercise. Accordingly, the Company issued 2,978 common shares. | |
On April 16, 2014, 5,652 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 3,199 common shares. | |
On May 30, 2014, the Company issued 1,194,862 common shares to acquire certain assets of SKS pursuant to a contribution agreement (see Note 3). The shares were valued at $8.52 per share for a fair value of $10,180,224. | |
On June 25, 2014, 50,000 warrants were exercised at an exercise price per share of $1.20. Accordingly, the Company issued 50,000 common shares and received gross proceeds of $60,000. | |
On September 3, 2014, 14,418 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 3,147 common shares. | |
On September 11, 2014, 1,434,166 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 304,707 common shares. | |
On September 12, 2014, 330,122 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 67,802 common shares. | |
On September 16, 2014, 13,889 warrants were exercised at an exercise price per share of $1.95 using cashless exercise. Accordingly, the Company issued 10,362 common shares. | |
On September 25, 2014, 28,837 warrants were exercised at an exercise price per share of $6.75 using cashless exercise. Accordingly, the Company issued 5,527 common shares. |
COMMON_STOCK_WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Common Stock Warrants | |||||||||
COMMON STOCK WARRANTS | NOTE 9 – COMMON STOCK WARRANTS | ||||||||
For all warrants included within permanent equity, the Company has determined the estimated value of the warrants granted to non-employees in exchange for services and financing expenses using the Black-Scholes pricing model and the following assumptions: stock price at valuation, $0.63-$7.96; expected term of 2-5 years, exercise price of $1.50-$7.96, a risk free interest rate of 0.21-2.90 percent, a dividend yield of 0 percent and volatility of 98-276 percent. All warrants accounted for as a derivative liability have been valued using a Lattice Model as described in Note 7. | |||||||||
In connection with the December 16, 2011 financing, the investors received 305,559 Class J five year warrants to purchase common stock at an exercise price of $1.95 per share. On the date of issuance, the Company calculated the relative fair value of these warrants to be $314,453. | |||||||||
On December 21, 2011, the Company issued a total of 1,042 warrants for services rendered to the Company. In connection with this issuance, the Company recognized $1,967 in consulting expense. The warrants are exercisable for five years at an exercise price of $1.95 per share. | |||||||||
On March 3, 2012, the Company issued a total of 116,667 fully-vested warrants with a fair market value of $220,422 as a retainer for services to be rendered to the Company. In accordance with ASC 505-50-25, the Company recorded the fair market value of the warrants as professional fees. | |||||||||
On April 12, 2012, the Company issued a total of 5,000 fully-vested warrants with a fair market value of $12,775 as a retainer for services to be rendered to the Company. In accordance with ASC 505-50-25, the Company recorded the fair market value of the warrants as professional fees. | |||||||||
Between May 18, 2012 and July 11, 2012, the Company issued a total of 133,333 warrants with a fair market value of $357,394 for services yet to be rendered to the Company. The 116,667 warrants vest in two equal amounts three and six months from the date of issuance while the remaining 16,666 warrants vest over four quarters effective October 11, 2012. For the years ended September 30, 2013 and 2012, the Company has recorded $200,159 and $157,235, respectively, in professional fees related to the warrants that have vested to date. | |||||||||
On June 28, 2012, the Company issued 1,059,803 replacement warrants under an incentive provision offered to investors who converted their Series H warrants. The warrants were valued at $2,663,204. As the original warrants were issued as part of cash financing, the value of these warrants has been included as an offsetting entry within additional paid-in capital. | |||||||||
On September 7, 2012, the Company issued 25,000 fully-vested warrants with a fair value of $65,978 to a related party as compensation for the use of the office facilities and receptionist. Such warrants have an exercise price of $3.00 and will be exercisable for a period of five years. In accordance with ASC 505-50-25, the Company recorded the fair market value of the warrants as Professional Fees. | |||||||||
On October 30, 2012, the Company agreed to extend the term of the 3,995,122 common stock warrants issued to investors which were scheduled to expire on October 31, 2012 to April 30, 2013. The warrants were also amended to remove the cashless exercise provision and provided for the early termination of the extension period, at the sole discretion of the Company, in the event that the Company’s common stock trades at or above $4.50 for 5 consecutive days. The warrants are exercisable at $3.57 per share. | |||||||||
On March 21, 2013, the Company issued a total of 56,667 warrants with a fair market value of $232,374 for services rendered to the Company. 40,000 warrants vest equally over the next four quarters from the date of issuance. 16,667 warrants vest equally over the next two quarters from the date of issuance. For the year ended September 30, 2013, the Company recorded $135,710 in consulting expense related to the portion of warrants that has vested to date. The warrants are exercisable at $4.32 and are scheduled to expire in 3 to 5 years. | |||||||||
On April 18, 2013, the Company converted 2,253,531 Series B warrants to amended Series B warrants in connection with the exercising of 1,414,995 warrants into common stock. 326,597 Series B warrants expired. The amended Series B warrants issued have the exercise price raised to $6.75 per share, and the expiration date has been extended to September 30, 2014. | |||||||||
On October 1, 2013, the Company issued a total of 100,000 warrants with a fair market value of $481,724 for services rendered to the Company. The warrants vested immediately, have an exercise price of $7.96 per share and a term of 3 years. | |||||||||
On December 30, 2013, the Company issued a total of 26,667 warrants with a fair market value of $65,748 for services rendered to the Company. The warrants vested immediately, have an exercise price of $7.94 per share and a term of 2 years. | |||||||||
On January 2, 2014, the Company issued 20,550 warrants with a fair market value of $150,665 to a consultant for services rendered to the Company. The warrants vested immediately, have an exercise price of $7.88 per common share and a term of 5 years. | |||||||||
On January 7, 2014, the Company issued 100,000 warrants with a fair market value of $390,852 to a consultant for services to be rendered to the Company. 25,000 warrants vested immediately, with the remainder vesting over the next three quarterly periods, have an exercise price of $7.94 per common share and a term of 3 years. | |||||||||
During the year ended September 30, 2014, an aggregate of 4,029,933 warrants at an exercise price per share of $1.50 through $6.75 were exercised by cashless exercise. In addition, 106,056 warrants were exercised at prices ranging from $1.20 to $3.60 for which $260,752 in cash was received by the Company. | |||||||||
Below is a table summarizing the warrants issued and outstanding as of September 30, 2014: | |||||||||
Number | Weighted-Average | ||||||||
Outstanding | Exercise Price | ||||||||
Outstanding at September 30, 2011 | 8,878,874 | $ | 2.5 | ||||||
Granted | 1,646,405 | 3.1 | |||||||
Exercised | (1,790,798 | ) | 1.65 | ||||||
Forfeited | (206,843 | ) | 2.37 | ||||||
Outstanding at September 30, 2012 | 8,527,638 | $ | 2.8 | ||||||
Granted | 56,667 | 4.32 | |||||||
Exercised | (2,396,774 | ) | 2.78 | ||||||
Forfeited | (326,597 | ) | 3.57 | ||||||
Outstanding at September 30, 2013 | 5,860,934 | $ | 2.78 | ||||||
Granted | 247,217 | 7.94 | |||||||
Exercised | (4,135,989 | ) | 4.41 | ||||||
Forfeited | (25,154 | ) | 1.2 | ||||||
Outstanding at September 30, 2014 | 1,947,008 | $ | 3.64 | ||||||
The outstanding warrants as of September 30, 2014 have an intrinsic value of approximately $4.9 million. For the years ended September 30, 2014, 2013 and 2012, the Company has expensed $1,177,095, $335,869, and $632,809, respectively, related to the fair value of warrants issued for services. |
COMMON_STOCK_OPTIONS
COMMON STOCK OPTIONS | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
COMMON STOCK OPTIONS | NOTE 10 – COMMON STOCK OPTIONS | ||||||||
The Company has determined the estimated value of the options granted to employees and non-employees in exchange for services and financing expenses using the Black-Scholes pricing model and the following assumptions: stock price at valuation, $1.20-10.11; expected term of five years, exercise price of $1.50-10.11, a risk free interest rate of 0.68-2.60 percent, a dividend yield of 0 percent and volatility of 81-277 percent. | |||||||||
On March 9, 2012, the Company granted 566,667 options to board members and executives. The Company calculated a fair value of $1.89 per option. Of the 566,667 options issued, 141,667 vested upon issuance and the remaining 425,000 vest in 25 percent tranches on each anniversary. For the years ended September 30, 2014, 2013 and 2012, 425,000, 283,333 and 141,667 options have vested, respectively, resulting in compensation expense of $268,078, $328,354 and $358,367, respectively. | |||||||||
On April 30, 2013, the Company granted 116,667 options to a board member. The Company calculated a fair value of $4.59 per option. Of the 116,667 options issued, 29,167 vested upon issuance and the remaining 87,500 vest in 33 percent tranches on the next three anniversary dates. For the years ended September 30, 2014, 2013, and 2012 58,333, 29,167 and 0 options have vested, respectively, resulting in compensation expense of $133,690, $189,852, and $0, respectively. | |||||||||
On May 17, 2013, the Company granted 116,667 options to a board member. The Company calculated a fair value of $4.50 per option. Of the 116,667 options issued, 29,167 vested upon issuance and the remaining 87,500 vest in 33 percent tranches on the next three anniversary dates. For the years ended September 30, 2014, 2013, and 2012, 58,333, 29,167 and 0 options have vested, respectively, resulting in compensation expense of $131,165, $180,156, and $0, respectively. | |||||||||
On February 3, 2014, the Company granted 500,000 options, with an exercise price of $10.11 per share, to employees as part of its 2014 stock option plan. The Company calculated a fair value of $1,954,384 for the options. Of the 500,000 options issued, 125,000 vested upon issuance and the remaining 375,000 vest in 25 percent tranches on each anniversary of grant. For the years ended September 30, 2014, 2013 and 2012, 125,000, 0 and 0 options have vested, respectively, resulting in compensation expense of $814,327, $0 and $0, respectively. | |||||||||
On July 24, 2014, the Company granted 355,000 options, with an exercise price of $8.39 per share, to employees as part of its 2014 stock option plan. The Company calculated a fair value of $1,661,682 for the options. Of the 355,000 options issued, 88,750 vested upon issuance and the remaining 266,250 vest in 25 percent tranches on each anniversary of grant. For the years ended September 30, 2014, 2013 and 2012, 88,750, 0 and 0 options have vested, respectively, resulting in compensation expense of $610,436, $0 and $0, respectively. | |||||||||
On September 5, 2014, the Company granted 60,000 options, with an exercise price of $7.77 per share, to an employee as part of its 2014 stock option plan. The Company calculated a fair value of $250,683 for the options. Of the 60,000 options issued, 15,000 vested upon issuance and the remaining 45,000 vest in 25 percent tranches on each anniversary of grant. For the years ended September 30, 2014, 2013 and 2012, 15,000, 0 and 0 options have vested, respectively, resulting in compensation expenses of $86,957, $0 and $0, respectively. | |||||||||
During the year ended September 30, 2014, the Company recognized $2,074,487 of expense related to vested options that were granted both in the current year and in prior years. Unamortized option expense as of September 30, 2014, 2013 and 2012 for all options outstanding amounted to approximately $3,161,447, $1,112,000 and $737,496, respectively. | |||||||||
Below is a table summarizing the options issued and outstanding as of September 30, 2014: | |||||||||
Number | Weighted-Average | ||||||||
Outstanding | Exercise Price | ||||||||
Outstanding at September 30, 2011 | 515,656 | $ | 1.66 | ||||||
Granted | 566,667 | 1.71 | |||||||
Exercised | — | — | |||||||
Forfeited | — | — | |||||||
Outstanding at September 30, 2012 | 1,082,323 | $ | 1.69 | ||||||
Granted | 233,334 | 4.71 | |||||||
Exercised | (182,322 | ) | 1.69 | ||||||
Forfeited | — | — | |||||||
Outstanding at September 30, 2013 | 1,133,335 | $ | 2.31 | ||||||
Granted | 915,000 | 9.29 | |||||||
Exercised | — | — | |||||||
Forfeited | — | — | |||||||
Outstanding at September 30, 2014 | 2,048,355 | $ | 5.43 | ||||||
As of September 30, 2013, the outstanding options have an intrinsic value of approximately $5.6 million. | |||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES | ||||
Legal Proceedings | |||||
The Company may become involved in certain legal proceedings and claims which arise in the normal course of business. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the Company’s results of operations, prospects, cash flows, financial position and brand. To the best knowledge of the Company’s management, at September 30, 2014, there are no legal proceedings which the Company believes will have a material adverse effect on its business, results of operations, cash flows or financial condition. | |||||
In June 2012, the Company was named, along with other parties, as a defendant in a putative class action lawsuit brought, as amended, by Alan Schmidt, individually, and on behalf of Genaera Corporation and the Genaera Liquidating Trust. We purchased biotechnology assets from the Trust in 2009. On August 12, 2013, the court dismissed each of the plaintiff’s claims against the Company. The litigation has ended with respect to claims against the Company, and management believes that it is unlikely that the litigation continuing against other parties will have a material adverse impact on the Company’s financial condition. | |||||
Lease Obligation | |||||
The Company is currently obligated under an operating lease for office space and associated building expenses. The lease expires in August 2016 with an optional renewal period for an additional two years. As of September 30, 2014, future minimum payments for all lease obligations are as follows: | |||||
Year | Amount | ||||
2015 | $ | 250,835 | |||
2016 | 255,386 | ||||
$ | 506,221 | ||||
Rental expense related to the operating lease has been recorded in the consolidated statements of operations in the amounts of $83,556, $0 and $0 for each of the years ended September 30, 2014, 2013 and 2012, respectively. | |||||
Contingent Stock Consideration | |||||
On May 30, 2014, the Company completed the acquisition of certain assets of SKS Ocular, LLC (“SKS Parent”), and SKS Ocular 1, LLC (“SKS 1” and SKS Parent referred to herein as “SKS”), including licenses, patents and contracts relating to micro-fabrication polymer-based sustained delivery platforms related to ocular therapeutics and dry age-related macular degeneration animal models, together with biomarkers to support such models. | |||||
The purchase price consisted of: (a) Cash in the amount of $3,500,000; (b) 1,194,862 shares of the Company’s common stock (valued at $10,180,224 based on the trading price on May 30, 2014 of the Company’s common stock) and (c) an additional 1,493,577 shares (the “contingent shares”) that will be issued contingent to achievement of certain milestones. This contingent consideration has been recorded as a liability of the Company and is reviewed by management for probability and likelihood of the milestones being achieved at each reporting period. The liability is adjusted according to management’s assessment. |
QUARTERLY_FINANCIAL_DATA_UNAUD
QUARTERLY FINANCIAL DATA UNAUDITED | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
QUARTERLY FINANCIAL DATA UNAUDITED | NOTE 12 – QUARTERLY FINANCIAL DATA (Unaudited) | ||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
2014 | |||||||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Operating loss | (2,021,493 | ) | (1,968,383 | ) | (2,056,416 | ) | (3,076,632 | ) | (9,122,924 | ) | |||||||||||
Net loss | (2,021,925 | ) | (1,968,251 | ) | (2,052,089 | ) | (3,088,399 | ) | (9,130,664 | ) | |||||||||||
Net loss per basic and diluted share | $ | (0.10 | ) | $ | (0.10 | ) | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.41 | ) | ||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
2013 | |||||||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Operating loss | (814,751 | ) | (668,143 | ) | 1,335,575 | (1,802,447 | ) | 4,620,916 | |||||||||||||
Net loss | (2,218,352 | ) | (292,258 | ) | (1,338,431 | ) | (1,803,447 | ) | (5,652,488 | ) | |||||||||||
Net loss per basic and diluted share | $ | (0.14 | ) | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.07 | ) | $ | (0.30 | ) | ||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS |
On October 14, 2014, 2,000 warrants with an exercise price of $1.50 were exercised. Accordingly, the Company issued 2,000 common shares for proceeds of $3,000. | |
On October 29, 2014, the Company issued 4,000 shares of restricted common stock as payment for ongoing scientific and consulting services to the Company. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates subject to change in the near term include impairment (if any) of long-lived assets and fair value of derivative liabilities. | |||||||||||||||||
Accounting Basis and Principles of Consolidation | Accounting Basis and Principles of Consolidation | ||||||||||||||||
The Company prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, and they include the accounts of Ohr Pharmaceutical, Inc. and its subsidiaries. The Company has elected a September 30 fiscal year end. All intercompany balances and transactions have been eliminated in consolidation. The Company also uses the equity method to account for its joint venture. This method is used because the joint venture does not meet the variable interest entity requirements for consolidation and the Company does not have control of the entity. | |||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly-liquid investments purchased with an original maturity date of three months or less to be cash equivalents. | |||||||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||||||||||
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had approximately $12,970,494 and $4,872,895 of cash balances in excess of federally insured limits at September 30, 2014 and 2013, respectively. | |||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||||||
Description | Useful Lives | ||||||||||||||||
Equipment | 5 years | ||||||||||||||||
Lab Equipment | 5 years | ||||||||||||||||
Leasehold Improvements | 7 years | ||||||||||||||||
Office Furniture and Fixtures | 3 years | ||||||||||||||||
Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment that exceed $1,000 are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. | |||||||||||||||||
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets | ||||||||||||||||
Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of September 30, 2014 and 2013, management does not believe any of the Company’s long-lived assets were impaired. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable, accounts payable and notes payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||||||
Level 3-Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity's own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. | |||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 and 2013, on a recurring basis: | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent stock consideration | $ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | |||||||||
$ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | ||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Stock warrant derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||
$ | — | $ | — | $ | — | $ | — | ||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
The Company also measures certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. As of September 30, 2014, the Company had intangible assets that were measured at fair value on a nonrecurring basis valued at $17,810,000. The Company classified these fair value measurements as Level 3 of the fair value hierarchy as the valuations included Level 3 inputs that were significant to the estimate of fair value. | |||||||||||||||||
Stock Warrant Derivative Liability | Stock Warrant Derivative Liability | ||||||||||||||||
Market prices are not available for the Company’s warrants nor are market prices of similar warrants available. The Company assessed that the fair value of this liability approximates its carrying value since carrying value has been adjusted to fair value. | |||||||||||||||||
The method described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If a readily determined market value became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value. | |||||||||||||||||
The following tables present the fair value of financial instruments as of September 30, 2014, by caption on the balance sheet and by ASC 820 valuation hierarchy described above. | |||||||||||||||||
Level 3 Reconciliation: | Stock | Contingent | |||||||||||||||
Warrant | Stock | ||||||||||||||||
Derivative | Consideration | ||||||||||||||||
Level 3 assets and liabilities at September 30, 2011 | $ | (5,893,544 | ) | $ | — | ||||||||||||
Purchases, sales, issuances and settlements (net) | 3,312,624 | — | |||||||||||||||
Mark to market adjustments | 1,812,224 | — | |||||||||||||||
Level 3 assets and liabilities at September 30, 2012 | (768,696 | ) | — | ||||||||||||||
Purchases, sales, issuances and settlements (net) | 1,886,338 | — | |||||||||||||||
Mark to market adjustments | (1,117,642 | ) | — | ||||||||||||||
Total level 3 assets and liabilities at September 30, 2013 | — | — | |||||||||||||||
Purchases, sales, issuances and settlements (net) | — | 4,877,359 | |||||||||||||||
Mark to market adjustments | — | — | |||||||||||||||
Total level 3 assets and liabilities at September 30, 2014 | $ | — | $ | 4,877,359 | |||||||||||||
In March 2013, the stock warrants were fully exercised; 24,000 warrants for cash and the remaining 816,000 warrants through a cashless exercise. Consequently, these instruments were no longer accounted for as derivatives. The stock warrants were marked to market as of the exercise date and the applicable fair value related to the 816,000 warrants of $1,886,338 was credited to additional paid in capital while the applicable fair value for the 24,000 warrants of $55,481 was credited to gain on derivative liability. | |||||||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||||||||||||||
The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including warrants and other instruments not indexed to our stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. | |||||||||||||||||
Goodwill and Intangibles | Goodwill and Intangibles | ||||||||||||||||
The Company evaluates goodwill and other finite-lived intangible assets in accordance with FASB ASC Topic 350, “Intangibles — Goodwill and Other.” Goodwill is recorded at the time of an acquisition and is calculated as the difference between the total consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. Accounting for acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including in-process research and development (“IPR&D”). Goodwill is deemed to have an indefinite life and is not amortized, but is subject to annual impairment tests. If the assumptions and estimates used to allocate the purchase price are not correct, or if business conditions change, purchase price adjustments or future asset impairment charges could be required. The value of our goodwill could be impacted by future adverse changes such as: (i) any future declines in our operating results, (ii) a decline in the valuation of technology, including the valuation of our common stock, (iii) a significant slowdown in the worldwide economy or (iv) any failure to meet the performance projections included in our forecasts of future operating results. In accordance with FASB ASC Topic 350, the Company tests goodwill for impairment on an annual basis or more frequently if the Company believes indicators of impairment exist. Impairment evaluations involve management estimates of asset useful lives and future cash flows. Significant management judgment is required in the forecasts of future operating results that are used in the evaluations. It is possible, however, that the plans and estimates used may be incorrect. If our actual results, or the plans and estimates used in future impairment analysis, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges in a future period. | |||||||||||||||||
The Company performs its annual impairment review of goodwill in September, and when a triggering event occurs between annual impairment tests. The Company recorded no impairment loss for the years ended September 30, 2014 and 2013. | |||||||||||||||||
The Company’s other finite-lived intangible assets consist of license rights and patents. The Company amortizes its patents over the life of each patent and license rights over the remaining life of the patents that it has rights for. The current license rights have a remaining life of 16 years. During the years ended September 30, 2014, 2013, and 2012 the Company recognized $448,456, $77,789, and $78,273 in amortization expense on the patents and license rights, respectively. The amortization expense has been included in general and administrative expense. | |||||||||||||||||
Research and Development | Research and Development | ||||||||||||||||
Research and development expenses are expensed in the consolidated statements of operations as incurred in accordance with FASB ASC 730, Research and Development. Research and development expenses include salaries, related employee expenses, clinical trial expenses, research expenses, consulting fees, and laboratory costs. The Company incurred net research and development expenses of $3,990,875, $2,610,120, and $1,625,695 during the years ended September 30, 2014, 2013, and 2012 respectively. | |||||||||||||||||
Share-based Compensation | Share-based Compensation | ||||||||||||||||
The Company follows the provisions of ASC 718, “Share-Based Payments” which requires all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. | |||||||||||||||||
In accordance with ASC 505, equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. | |||||||||||||||||
In July, 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. ASC 740 became effective for the Company as of July 1, 2008, and had no material impact on the Company’s financial statements. | |||||||||||||||||
The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception. | |||||||||||||||||
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2011 to 2013 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax years. | |||||||||||||||||
Loss Per Share | Loss Per Share | ||||||||||||||||
Basic loss per common share is computed by dividing losses attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. | |||||||||||||||||
Diluted loss per common share is computed by dividing losses attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, and warrants. | |||||||||||||||||
For the years ended September 30, 2014 and 2013, all of the Company’s potentially dilutive securities (warrants and options) were excluded from the computation of diluted loss per share as they were anti-dilutive. The total numbers of potentially dilutive shares that were excluded were 3,995,343 and 6,994,269 at September 30, 2014 and 2013, respectively. | |||||||||||||||||
Reclassification of Financial Statement Accounts | Reclassification of Financial Statement Accounts | ||||||||||||||||
Certain amounts in the September 30, 2013 and 2012 financial statements have been reclassified to conform to the presentation in the September 30, 2014 financial statements. | |||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||
Management has considered all recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of assets and liabilities measured and recognized at fair value | The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 and 2013, on a recurring basis: | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent stock consideration | $ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | |||||||||
$ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | ||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Stock warrant derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||
$ | — | $ | — | $ | — | $ | — | ||||||||||
Schedule of fair value of financial instruments by caption on balance sheet | The following tables present the fair value of financial instruments as of September 30, 2014, by caption on the balance sheet and by ASC 820 valuation hierarchy described above. | ||||||||||||||||
Level 3 Reconciliation: | Stock | Contingent | |||||||||||||||
Warrant | Stock | ||||||||||||||||
Derivative | Consideration | ||||||||||||||||
Level 3 assets and liabilities at September 30, 2011 | $ | (5,893,544 | ) | $ | — | ||||||||||||
Purchases, sales, issuances and settlements (net) | 3,312,624 | — | |||||||||||||||
Mark to market adjustments | 1,812,224 | — | |||||||||||||||
Level 3 assets and liabilities at September 30, 2012 | (768,696 | ) | — | ||||||||||||||
Purchases, sales, issuances and settlements (net) | 1,886,338 | — | |||||||||||||||
Mark to market adjustments | (1,117,642 | ) | — | ||||||||||||||
Total level 3 assets and liabilities at September 30, 2013 | — | — | |||||||||||||||
Purchases, sales, issuances and settlements (net) | — | 4,877,359 | |||||||||||||||
Mark to market adjustments | — | — | |||||||||||||||
Total level 3 assets and liabilities at September 30, 2014 | $ | — | $ | 4,877,359 | |||||||||||||
ASSET_ACQUISITION_Tables
ASSET ACQUISITION (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of purchase price | The purchase price consisted of: (a) Cash in the amount of $3,500,000; (b) 1,194,862 shares of the Company’s common stock (valued at $10,180,224 based on the trading price on May 30, 2014 of the Company’s common stock) and (c) an additional 1,493,577 shares (the “contingent shares”) that will be issued contingent to achievement of certain milestones. | ||||||||
Purchase Price | |||||||||
Cash at closing | $ | 3,500,000 | |||||||
Stock Issued | 10,180,224 | ||||||||
Contingent Consideration Stock | 4,877,359 | ||||||||
Total Purchase Price | $ | 18,557,583 | |||||||
Summary of the pro forma purchase price allocation | A summary of the pro forma purchase price allocation as of May 30, 2014 is as follows: | ||||||||
Purchase Price Allocation | |||||||||
Lab equipment | $ | 86,733 | |||||||
Computer and software | 2,523 | ||||||||
Leasehold improvements | 2,181 | ||||||||
Security deposit | 12,243 | ||||||||
License rights | 17,712,991 | ||||||||
Goodwill | 740,912 | ||||||||
Total Purchase Price Allocation | $ | 18,557,583 | |||||||
Schedule of pro forma statement of operations | The following pro forma statement of operations presents the results of operations as if the SKS Acquisition had taken place on October 1, 2013 and represents the combined revenues and expenses of the Company had the SKS Acquisition existed for the entire year ended September 30, 2014: | ||||||||
Pro Forma Consolidated Statement of Operations | |||||||||
For the Year Ended September 30, 2014 | |||||||||
(Unaudited) | |||||||||
REVENUES | $ | 1,839,000 | |||||||
OPERATING EXPENSES | |||||||||
General and administrative | 827,345 | ||||||||
Professional fees | 2,335,422 | ||||||||
Research and development | 5,948,332 | ||||||||
Salaries and wages | 2,616,783 | ||||||||
Total Operating Expenses | 11,727,882 | ||||||||
OPERATING LOSS | (9,888,882 | ) | |||||||
OTHER INCOME (EXPENSE) | |||||||||
Interest expense | (62,944 | ) | |||||||
Share in losses on investment in joint venture | — | ||||||||
Other income and expense | 8,478 | ||||||||
Total Other Income (Expense) | (54,466 | ) | |||||||
NET LOSS | $ | (9,943,348 | ) | ||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of property and equipment | 2014 | 2013 | |||||||
Equipment | $ | 59,503 | $ | 58,241 | |||||
Lab Equipment | 86,733 | — | |||||||
Leasehold Improvements | 2,181 | — | |||||||
Office Furniture and Fixture | 2,523 | — | |||||||
150,940 | 58,241 | ||||||||
Accumulated Depreciation | (46,515 | ) | (28,486 | ) | |||||
Total Property and Equipment | $ | 104,425 | $ | 29,755 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of intangible assets | 2014 | 2013 | |||||||
License Rights | $ | 17,712,991 | $ | — | |||||
Patent Costs | 800,000 | 800,000 | |||||||
18,512,991 | 800,000 | ||||||||
Accumulated Amortization | (702,591 | ) | (254,135 | ) | |||||
Total Intangible Assets | $ | 17,810,400 | $ | 545,865 |
COMMON_STOCK_WARRANTS_Tables
COMMON STOCK WARRANTS (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Common Stock Warrants | |||||||||
Schedule of outstanding warrants | Below is a table summarizing the warrants issued and outstanding as of September 30, 2014: | ||||||||
Number | Weighted-Average | ||||||||
Outstanding | Exercise Price | ||||||||
Outstanding at September 30, 2011 | 8,878,874 | $ | 2.5 | ||||||
Granted | 1,646,405 | 3.1 | |||||||
Exercised | (1,790,798 | ) | 1.65 | ||||||
Forfeited | (206,843 | ) | 2.37 | ||||||
Outstanding at September 30, 2012 | 8,527,638 | $ | 2.8 | ||||||
Granted | 56,667 | 4.32 | |||||||
Exercised | (2,396,774 | ) | 2.78 | ||||||
Forfeited | (326,597 | ) | 3.57 | ||||||
Outstanding at September 30, 2013 | 5,860,934 | $ | 2.78 | ||||||
Granted | 247,217 | 7.94 | |||||||
Exercised | (4,135,989 | ) | 4.41 | ||||||
Forfeited | (25,154 | ) | 1.2 | ||||||
Outstanding at September 30, 2014 | 1,947,008 | $ | 3.64 | ||||||
COMMON_STOCK_OPTIONS_Tables
COMMON STOCK OPTIONS (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Schedule of options issued and outstanding | Below is a table summarizing the options issued and outstanding as of September 30, 2014: | ||||||||
Number | Weighted-Average | ||||||||
Outstanding | Exercise Price | ||||||||
Outstanding at September 30, 2011 | 515,656 | $ | 1.66 | ||||||
Granted | 566,667 | 1.71 | |||||||
Exercised | — | — | |||||||
Forfeited | — | — | |||||||
Outstanding at September 30, 2012 | 1,082,323 | $ | 1.69 | ||||||
Granted | 233,334 | 4.71 | |||||||
Exercised | (182,322 | ) | 1.69 | ||||||
Forfeited | — | — | |||||||
Outstanding at September 30, 2013 | 1,133,335 | $ | 2.31 | ||||||
Granted | 915,000 | 9.29 | |||||||
Exercised | — | — | |||||||
Forfeited | — | — | |||||||
Outstanding at September 30, 2014 | 2,048,355 | $ | 5.43 | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of future minimum payments for lease obligations | Year | Amount | |||
2015 | $ | 250,835 | |||
2016 | 255,386 | ||||
$ | 506,221 |
QUARTERLY_FINANCIAL_DATA_UNAUD1
QUARTERLY FINANCIAL DATA UNAUDITED (Tables) | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of quarterly financial data | First | Second | Third | Fourth | Total | ||||||||||||||||
2014 | |||||||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Operating loss | (2,021,493 | ) | (1,968,383 | ) | (2,056,416 | ) | (3,076,632 | ) | (9,122,924 | ) | |||||||||||
Net loss | (2,021,925 | ) | (1,968,251 | ) | (2,052,089 | ) | (3,088,399 | ) | (9,130,664 | ) | |||||||||||
Net loss per basic and diluted share | $ | (0.10 | ) | $ | (0.10 | ) | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.41 | ) | ||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
2013 | |||||||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Operating loss | (814,751 | ) | (668,143 | ) | 1,335,575 | (1,802,447 | ) | 4,620,916 | |||||||||||||
Net loss | (2,218,352 | ) | (292,258 | ) | (1,338,431 | ) | (1,803,447 | ) | (5,652,488 | ) | |||||||||||
Net loss per basic and diluted share | $ | (0.14 | ) | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.07 | ) | $ | (0.30 | ) | ||||||
DESCRIPTION_OF_BUSINESS_Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of reverse stock split | The Company effected a 3:1 reverse stock split on its shares of common stock. |
Reverse stock split | 3 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Sep. 25, 2014 | Sep. 16, 2014 | Sep. 12, 2014 | Sep. 11, 2014 | Sep. 03, 2014 | Jun. 25, 2014 | Apr. 10, 2014 | Mar. 31, 2014 | Mar. 26, 2014 | Mar. 18, 2014 | Mar. 19, 2014 | Mar. 20, 2014 | Feb. 28, 2014 | Feb. 26, 2014 | Oct. 31, 2013 | Sep. 20, 2013 | Jul. 02, 2013 | Jun. 14, 2013 | Jun. 07, 2013 | Apr. 18, 2013 | Mar. 27, 2013 | Oct. 24, 2012 | Jul. 09, 2012 | Apr. 10, 2012 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Federally insured limit | $250,000 | |||||||||||||||||||||||||||
Cash balances in excess of federally insured limits | 12,970,494 | 4,872,895 | ||||||||||||||||||||||||||
Threshold to exceed for capitalization of expenditures | 1,000 | |||||||||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 50,000 | 55,556 | 13,889 | 6,519 | 1,406,320 | 66,667 | 24,000 | |||||||||||||||||||||
Cashless exercise of warrants, shares | 5,527 | 10,362 | 67,802 | 304,707 | 3,147 | 11,068 | 14,332 | 24,660 | 14,959 | 1,468,765 | 17,672 | 18,408 | 10,634 | 40,458 | 730 | 560,822 | 4,444 | 4,221 | 816,000 | |||||||||
Gain on derivative liability | $55,481 | ($1,117,642) | $1,812,224 | |||||||||||||||||||||||||
Remaining life of license rights | 16 years | |||||||||||||||||||||||||||
Potentially dilutive shares excluded from computation diluted loss per share | 3,995,343 | 6,994,269 | ||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 50,000 | 500 | 55,556 | 1,847,237 | ||||||||||||||||||||||||
Cashless exercise of warrants, shares | 2,238,722 | |||||||||||||||||||||||||||
Equipment [Member] | ||||||||||||||||||||||||||||
Depreciable life | 5 years | |||||||||||||||||||||||||||
Lab Equipment [Member] | ||||||||||||||||||||||||||||
Depreciable life | 5 years | |||||||||||||||||||||||||||
Leasehold Improvements [Member] | ||||||||||||||||||||||||||||
Depreciable life | 7 years | |||||||||||||||||||||||||||
Furniture and Fixtures [Member] | ||||||||||||||||||||||||||||
Depreciable life | 3 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Recurring [Member], USD $) | Sep. 30, 2014 |
Assets and liabilities measured at fair value on a recurring basis | |
Contingent stock consideration - fair value | $4,877,359 |
Total | 4,877,359 |
Fair Value, Inputs, Level 3 | |
Assets and liabilities measured at fair value on a recurring basis | |
Contingent stock consideration - fair value | 4,877,359 |
Total | $4,877,359 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Contingent Stock Consideration [Member] | |||
Level 3 Reconciliation: | |||
Purchases, sales, issuances and settlements (net) | $4,877,359 | ||
Level 3 assets and liabilities, ending | 4,877,359 | ||
Stock Warrant Derivatives [Member] | |||
Level 3 Reconciliation: | |||
Level 3 assets and liabilities, beginning | -768,696 | -5,893,544 | |
Purchases, sales, issuances and settlements (net) | 1,886,338 | 3,312,624 | |
Mark to market adjustments | 1,117,642 | 1,812,224 | |
Level 3 assets and liabilities, ending | ($768,696) |
ASSET_ACQUISITION_Details_Narr
ASSET ACQUISITION (Details Narrative) | 0 Months Ended |
30-May-14 | |
Business Combinations [Abstract] | |
Shares of stock issued in acquisition | 1,194,862 |
Number of contingent shares issuable for acquisition | 1,493,577 |
ASSET_ACQUISITION_Details
ASSET ACQUISITION (Details) (USD $) | 0 Months Ended |
30-May-14 | |
Purchase Price | |
Cash at closing | $3,500,000 |
Stock Issued | 10,180,224 |
Contingent Consideration Stock | 4,877,359 |
Total Purchase Price | $18,557,583 |
ASSET_ACQUISITION_Details_1
ASSET ACQUISITION (Details 1) (USD $) | Sep. 30, 2014 | 30-May-14 |
Purchase Price Allocation | ||
Lab equipment | $86,733 | |
Computer and software | 2,523 | |
Leasehold improvements | 2,181 | |
Security deposit | 12,243 | |
License rights | 17,712,991 | |
Goodwill | 740,912 | 740,912 |
Total Purchase Price Allocation | $18,557,583 |
ASSET_ACQUISITION_Details_2
ASSET ACQUISITION (Details 2) (USD $) | 0 Months Ended |
30-May-14 | |
Business Combinations [Abstract] | |
REVENUES | $1,839,000 |
OPERATING EXPENSES | |
General and administrative | 827,345 |
Professional fees | 2,335,422 |
Research and development | 5,948,332 |
Salaries and wages | 2,616,783 |
Total Operating Expenses | 11,727,882 |
OPERATING LOSS | -9,888,882 |
OTHER INCOME (EXPENSE) | |
Interest expense | -62,944 |
Other income and expense | 8,478 |
Total Other Income (Expense) | -54,466 |
NET LOSS | ($9,943,348) |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Equipment | $150,940 | $58,241 |
Accumulated Depreciation | -46,515 | -28,486 |
Total Property and Equipment | 104,425 | 29,755 |
Equipment [Member] | ||
Equipment | 59,503 | 58,241 |
Lab Equipment [Member] | ||
Equipment | 86,733 | |
Leasehold Improvements [Member] | ||
Equipment | 2,181 | |
Office Furniture and Fixtures [Member] | ||
Equipment | $2,523 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Rights | $17,712,991 | |
Patent Costs | 800,000 | 800,000 |
[us-gaap:FiniteLivedIntangibleAssetsGross] | 18,512,991 | 800,000 |
Accumulated Amortization | -702,591 | -254,135 |
Total Intangible Assets | $17,810,400 | $545,865 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (Financing Arrangement Directors and Officers Insurance [Member], USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Financing Arrangement Directors and Officers Insurance [Member] | ||
Face amount of notes | $194,000 | $63,600 |
Debt issuance date | 28-Feb-14 | 28-Feb-13 |
Notes payable, interest rate | 6.75% | 7.25% |
Notes payable, term | 12 months | 9 months |
Principal repaid | 150,101 | 63,600 |
Interest expense | $5,064 | $2,301 |
DERIVATIVE_LIABILITY_AND_FAIR_1
DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 16, 2011 | Jan. 15, 2010 | Jan. 15, 2012 | Dec. 30, 2010 | |
Gain (Loss) on derivative liabilities | $55,481 | ($1,117,642) | $1,812,224 | |||||
Common Stock [Member] | ||||||||
Issuance of common stock to group institutional and accredited investors, shares | 1,800,000 | 611,114 | ||||||
Class H Warrants | ||||||||
Warrants date issued | 15-Jan-10 | |||||||
Warrants, issued | 1,861,112 | |||||||
Exercise price, warrant | $1.65 | |||||||
Exercised price, warrant | 0.54 | |||||||
Exercise price, reset provision price of issuance | 0.54 | |||||||
Fair value recognized as derivative liability | 2,868,242 | |||||||
Gain (Loss) on derivative liabilities | 51,769 | |||||||
Reclassification amount | 3,454,094 | |||||||
Class I Warrants | ||||||||
Warrants date issued | 10-Dec-10 | |||||||
Exercise price, warrant | $1.65 | |||||||
Exercise price, reset provision price of issuance | 0.75 | |||||||
Class J Warrants | ||||||||
Warrants date issued | 16-Dec-11 | |||||||
Warrants, issued | 305,559 | |||||||
Class J Warrants | Ratchet Provision | ||||||||
Exercise price, warrant | 1.95 | |||||||
Fair value recognized as derivative liability | 141,470 | |||||||
Ratchet Provision Benchmark Price | 1.8 | |||||||
Ratchet Provision Floor Price Range | 1.5 |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 25, 2014 | Sep. 16, 2014 | Sep. 12, 2014 | Sep. 11, 2014 | Sep. 03, 2014 | Jun. 25, 2014 | Apr. 10, 2014 | Mar. 31, 2014 | Mar. 26, 2014 | Mar. 18, 2014 | Mar. 19, 2014 | Mar. 20, 2014 | Feb. 28, 2014 | Feb. 26, 2014 | Oct. 31, 2013 | Sep. 20, 2013 | Jul. 24, 2013 | Jul. 02, 2013 | Jun. 14, 2013 | Jun. 07, 2013 | Apr. 18, 2013 | Apr. 02, 2013 | Mar. 27, 2013 | Oct. 24, 2012 | Sep. 19, 2012 | Sep. 12, 2012 | Jul. 09, 2012 | Jun. 28, 2012 | Apr. 10, 2012 | Mar. 18, 2012 | Feb. 15, 2012 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 16, 2011 | 30-May-14 | Oct. 02, 2013 | |
Stock price | $3.06 | $2.97 | $2.52 | $1.80 | $8.52 | $7.96 | ||||||||||||||||||||||||||||||||
Warrant exercised price | $6.75 | $1.95 | $6.75 | $6.75 | $6.75 | $1.20 | $3.60 | $1.95 | $1.95 | $6.75 | $1.50 | $1.95 | $3.60 | $6.75 | $3.60 | $1.95 | $1.50 | $1.50 | $1.65 | $3.57 | $1.50 | $1.65 | ||||||||||||||||
Number of warrants exercised | 28,837 | 13,889 | 330,122 | 1,434,166 | 14,418 | 50,000 | 14,815 | 16,204 | 27,778 | 28,000 | 1,616,667 | 19,723 | 23,867 | 30,741 | 55,556 | 50,000 | 1,000 | 816,000 | 10,000 | 14,464 | ||||||||||||||||||
Cashless exercise of warrants, shares | 5,527 | 10,362 | 67,802 | 304,707 | 3,147 | 11,068 | 14,332 | 24,660 | 14,959 | 1,468,765 | 17,672 | 18,408 | 10,634 | 40,458 | 730 | 560,822 | 4,444 | 4,221 | 816,000 | |||||||||||||||||||
Common stock issued for services | $55,667 | $214,500 | $270,167 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 9,100 | 43,333 | 367 | |||||||||||||||||||||||||||||||||||
Issuance of common stock as a deposit on a service contract, shares | 33,333 | 43,333 | 55,556 | |||||||||||||||||||||||||||||||||||
Common stock and warrants issued for cash | 958,530 | |||||||||||||||||||||||||||||||||||||
Research and development expense | 99,000 | 109,200 | 100,000 | 3,990,875 | 2,610,120 | 1,625,695 | ||||||||||||||||||||||||||||||||
General and administrative | 1,122 | 555,735 | 312,541 | 135,552 | ||||||||||||||||||||||||||||||||||
Common stock issued in conversion of warrants | 2,914,452 | 2,902,560 | ||||||||||||||||||||||||||||||||||||
Common stock issued in conversion of warrants, shares | 1,766,334 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $1.50 | |||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 500 | |||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 2,238,782 | |||||||||||||||||||||||||||||||||||||
Common stock issued for services | 5 | |||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 52,433 | |||||||||||||||||||||||||||||||||||||
Common stock and warrants issued for cash | 61 | 644,077 | ||||||||||||||||||||||||||||||||||||
Common stock issued in conversion of warrants | 177 | |||||||||||||||||||||||||||||||||||||
Common stock issued in conversion of warrants, shares | 1,774,999 | |||||||||||||||||||||||||||||||||||||
Class J Warrants | ||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued for cash | 314,453 | |||||||||||||||||||||||||||||||||||||
Warrants, issued | 305,559 | |||||||||||||||||||||||||||||||||||||
Replacement Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $3.60 | |||||||||||||||||||||||||||||||||||||
Warrants, issued | 1,059,803 | |||||||||||||||||||||||||||||||||||||
Warrants issued for replacement | $2,663,204 | |||||||||||||||||||||||||||||||||||||
Replacement warrants issued for each warrant outstanding | 0.6 | |||||||||||||||||||||||||||||||||||||
Ratchet Provision | Class J Warrants | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $1.95 |
CAPITAL_STOCK_Details_Narrativ1
CAPITAL STOCK (Details Narrative 1) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Sep. 25, 2014 | Sep. 16, 2014 | Sep. 12, 2014 | Sep. 11, 2014 | Sep. 03, 2014 | Jun. 25, 2014 | 30-May-14 | Apr. 10, 2014 | Mar. 31, 2014 | Mar. 26, 2014 | Mar. 18, 2014 | Mar. 19, 2014 | Mar. 20, 2014 | Feb. 28, 2014 | Feb. 26, 2014 | Oct. 31, 2013 | Oct. 02, 2013 | Sep. 20, 2013 | Jul. 24, 2013 | Jul. 02, 2013 | Jun. 14, 2013 | Jun. 07, 2013 | Apr. 18, 2013 | Apr. 02, 2013 | Mar. 27, 2013 | Mar. 13, 2013 | Nov. 30, 2012 | Oct. 24, 2012 | Sep. 19, 2012 | Jul. 09, 2012 | Jun. 28, 2012 | Apr. 10, 2012 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 24, 2014 | Mar. 28, 2014 | Apr. 16, 2014 | Nov. 13, 2013 | 15-May-13 | Apr. 16, 2013 | Oct. 05, 2012 | 14-May-13 | Oct. 05, 2012 | Sep. 12, 2012 | Mar. 18, 2012 | Feb. 15, 2012 | |
Common stock issued for settlement of accounts payable, shares | 6,282 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for settlement of accounts payable | $50,000 | $50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock price | $8.52 | $7.96 | $3.06 | $2.97 | $2.52 | $1.80 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $6.75 | $1.95 | $6.75 | $6.75 | $6.75 | $1.20 | $3.60 | $1.95 | $1.95 | $6.75 | $1.50 | $1.95 | $3.60 | $6.75 | $3.60 | $1.95 | $1.50 | $1.50 | $1.65 | $3.57 | $1.50 | $1.65 | |||||||||||||||||||||||||
Number of warrants exercised | 28,837 | 13,889 | 330,122 | 1,434,166 | 14,418 | 50,000 | 14,815 | 16,204 | 27,778 | 28,000 | 1,616,667 | 19,723 | 23,867 | 30,741 | 55,556 | 50,000 | 1,000 | 816,000 | 10,000 | 14,464 | |||||||||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 50,000 | 55,556 | 13,889 | 6,519 | 1,406,320 | 66,667 | 24,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued in exercise of warrants | 60,000 | 200,001 | 27,084 | 10,756 | 5,025,345 | 100,000 | 260,752 | 5,239,864 | |||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 5,527 | 10,362 | 67,802 | 304,707 | 3,147 | 11,068 | 14,332 | 24,660 | 14,959 | 1,468,765 | 17,672 | 18,408 | 10,634 | 40,458 | 730 | 560,822 | 4,444 | 4,221 | 816,000 | ||||||||||||||||||||||||||||
Common stock issued for acquisition of assets | 10,180,224 | 10,180,224 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition of assets, shares | 1,194,862 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of options exercised | 128,698 | 53,624 | 183,322 | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of director options, shares | 79,140 | 30,842 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services | 55,667 | 214,500 | 270,167 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 9,100 | 43,333 | 367 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants #1 03/24/2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $1.95 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 13,889 | ||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 12,448 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants #2 03/24/2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $6.75 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 33,267 | ||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 19,123 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants #1 03/28/2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $1.95 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 34,723 | ||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 30,826 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants #2 03/28/2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $6.75 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 339,841 | ||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 198,165 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants #1 04/16/2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $3.60 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 3,334 | ||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 2,978 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants #2 04/16/2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $6.75 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 5,652 | ||||||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 3,199 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $1.20 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 50,000 | 500 | 55,556 | 1,847,237 | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued in exercise of warrants | 60,000 | 750 | 200,002 | 106,056 | |||||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 2,238,722 | ||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred series B to common stock, shares | -894,450 | -500,000 | -3,911,108 | -138,889 | -138,889 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for settlement of accounts payable, shares | 6,282 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for settlement of accounts payable | 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercised price | $1.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 500 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 500 | 106,056 | 2,131,784 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in exercise of warrants | 750 | 11 | 214 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred series B to common stock, shares | 298,150 | 166,667 | 1,694,446 | 166,667 | 46,296 | 1,303,704 | 46,296 | ||||||||||||||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 2,238,782 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition of assets | 119 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition of assets, shares | 1,194,862 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services | $5 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 52,433 |
COMMON_STOCK_WARRANTS_Details_
COMMON STOCK WARRANTS (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 2 Months Ended | |||||||||||||||||||||||
Jun. 25, 2014 | Oct. 31, 2013 | Sep. 20, 2013 | Jun. 07, 2013 | Apr. 18, 2013 | Oct. 24, 2012 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 26, 2014 | Jan. 07, 2014 | Jan. 02, 2014 | Dec. 30, 2013 | Oct. 02, 2013 | Mar. 21, 2013 | Oct. 30, 2012 | Sep. 07, 2012 | Apr. 12, 2012 | Mar. 03, 2012 | Dec. 21, 2011 | Jul. 11, 2012 | 30-May-14 | Sep. 19, 2012 | Sep. 12, 2012 | Mar. 18, 2012 | Feb. 15, 2012 | Sep. 30, 2011 | |
Fair Value assumptions: | ||||||||||||||||||||||||||||
Stock price | $7.96 | $8.52 | $3.06 | $2.97 | $2.52 | $1.80 | ||||||||||||||||||||||
Fair value of warrants issued for services | $1,177,095 | $335,869 | $632,089 | |||||||||||||||||||||||||
Professional fees | 1,780,657 | 608,408 | 875,868 | |||||||||||||||||||||||||
Common stock issued in exercise of warrants | 60,000 | 200,001 | 27,084 | 10,756 | 5,025,345 | 100,000 | 260,752 | 5,239,864 | ||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 50,000 | 55,556 | 13,889 | 6,519 | 1,406,320 | 66,667 | 24,000 | |||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||
Fair Value assumptions: | ||||||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||||
Warrants outstanding | 1,947,008 | 5,860,934 | 8,527,638 | 3,995,122 | 8,878,874 | |||||||||||||||||||||||
Warrant expiration date | 30-Apr-13 | |||||||||||||||||||||||||||
Warrants exercised | -50,000 | -55,556 | -4,135,989 | -2,396,774 | -1,790,798 | -500 | ||||||||||||||||||||||
Cashless exercise of warrants, warrants | 4,029,933 | |||||||||||||||||||||||||||
Cashless exercise of warrants surrendered and cancelled | 1,791,211 | |||||||||||||||||||||||||||
Fair value of warrants issued for services | 390,852 | 150,665 | 65,748 | 481,724 | 232,374 | 65,978 | 357,394 | |||||||||||||||||||||
Warrants issued for services, shares | 100,000 | 20,550 | 26,667 | 100,000 | 56,667 | 5,000 | 116,667 | 1,042 | 133,333 | |||||||||||||||||||
Warrant exercise price | $1.20 | $3.60 | $3.64 | $2.78 | $2.80 | $1.50 | $7.94 | $7.88 | $7.94 | $7.96 | $4.32 | $3.57 | $3 | $1.95 | $2.50 | |||||||||||||
Stock price | $4.50 | |||||||||||||||||||||||||||
Number of days for early termination | 5 days | |||||||||||||||||||||||||||
Warrant term | 3 years | 5 years | 2 years | 3 years | ||||||||||||||||||||||||
Consulting expense | 135,710 | 1,967 | ||||||||||||||||||||||||||
Professional fees | 200,159 | 157,235 | 12,775 | 220,422 | ||||||||||||||||||||||||
Vesting terms | 25,000 warrants vested immediately, with the remainder vesting over the next three quarterly periods | Vest immediately | Vest immediately | 40,000 warrants vest equally over the next four quarters from the date of issuance. 16,667 warrants vest equally over the next two quarters from the date of issuance. | The 116,667 warrants vest in two equal amounts three and six months from the date of issuance while the remaining 16,666 warrants vest over four quarters effective October 11, 2012. | |||||||||||||||||||||||
Warrants vested | 25,000 | 25,000 | 116,667 | |||||||||||||||||||||||||
Warrants, nonvested | 16,666 | |||||||||||||||||||||||||||
Common stock issued in exercise of warrants | 60,000 | 200,002 | 106,056 | 750 | ||||||||||||||||||||||||
Common stock issued in exercise of warrants, shares | 50,000 | 55,556 | 1,847,237 | 500 | ||||||||||||||||||||||||
Intrinsic value of warrants | $4,900,000 | |||||||||||||||||||||||||||
Warrants [Member] | Lower Range [Member[ | ||||||||||||||||||||||||||||
Fair Value assumptions: | ||||||||||||||||||||||||||||
Stock price | $0.63 | |||||||||||||||||||||||||||
Expected term | 2 years | |||||||||||||||||||||||||||
Exercise Price | $1.50 | |||||||||||||||||||||||||||
Risk free interest rate | 0.21% | |||||||||||||||||||||||||||
Volatility rate | 98.00% | |||||||||||||||||||||||||||
Warrant exercise price | $1.20 | |||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||
Warrants vested | 16,667 | |||||||||||||||||||||||||||
Warrants [Member] | Upper Range [Member] | ||||||||||||||||||||||||||||
Fair Value assumptions: | ||||||||||||||||||||||||||||
Stock price | $7.96 | |||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||
Exercise Price | $7.96 | |||||||||||||||||||||||||||
Risk free interest rate | 2.90% | |||||||||||||||||||||||||||
Volatility rate | 276.00% | |||||||||||||||||||||||||||
Warrant exercise price | $3.60 | |||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||
Warrants vested | 40,000 | |||||||||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||||||||
Fair Value assumptions: | ||||||||||||||||||||||||||||
Warrant expirations | 326,597 | |||||||||||||||||||||||||||
Warrant expiration date | 30-Sep-14 | |||||||||||||||||||||||||||
Warrants exercised | 1,414,995 | |||||||||||||||||||||||||||
Warrants converted | 2,253,531 | |||||||||||||||||||||||||||
Warrant exercise price | $6.75 | |||||||||||||||||||||||||||
Cashless Exercise Warrants | Lower Range [Member[ | ||||||||||||||||||||||||||||
Fair Value assumptions: | ||||||||||||||||||||||||||||
Warrant exercise price | $1.50 | |||||||||||||||||||||||||||
Cashless Exercise Warrants | Upper Range [Member] | ||||||||||||||||||||||||||||
Fair Value assumptions: | ||||||||||||||||||||||||||||
Warrant exercise price | $6.75 |
COMMON_STOCK_WARRANTS_Details
COMMON STOCK WARRANTS (Details) (Warrants [Member], USD $) | 0 Months Ended | 12 Months Ended | ||||||||||||
Jun. 25, 2014 | Mar. 26, 2014 | Oct. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 07, 2014 | Jan. 02, 2014 | Dec. 30, 2013 | Oct. 02, 2013 | Mar. 21, 2013 | Oct. 30, 2012 | Sep. 07, 2012 | Dec. 21, 2011 | |
Warrants [Member] | ||||||||||||||
Outstanding Warrants | ||||||||||||||
Warrants outstanding, beginning | 5,860,934 | 8,527,638 | 8,878,874 | 3,995,122 | ||||||||||
Warrants granted | 247,217 | 56,667 | 1,646,405 | |||||||||||
Warrants exercised | -50,000 | -500 | -55,556 | -4,135,989 | -2,396,774 | -1,790,798 | ||||||||
Warrants forfeited | 25,154 | -326,567 | -206,843 | |||||||||||
Warrants outstanding, ending | 1,947,008 | 5,860,934 | 8,527,638 | 3,995,122 | ||||||||||
Weighted Average Exercise Price | ||||||||||||||
Warrants outstanding, beginning | $2.78 | $2.80 | $2.50 | $7.94 | $7.88 | $7.94 | $7.96 | $4.32 | $3.57 | $3 | $1.95 | |||
Warrants granted | $7.94 | $4.32 | $3.10 | |||||||||||
Warrants exercised | $4.41 | $2.78 | $1.65 | |||||||||||
Warrants forfeited | $1.20 | $3.57 | $2.37 | |||||||||||
Warrants outstanding, ending | $1.20 | $1.50 | $3.60 | $3.64 | $2.78 | $2.80 | $7.94 | $7.88 | $7.94 | $7.96 | $4.32 | $3.57 | $3 | $1.95 |
COMMON_STOCK_OPTIONS_Details_N
COMMON STOCK OPTIONS (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 03, 2014 | Jul. 24, 2014 | Sep. 05, 2014 | Mar. 09, 2012 | Apr. 30, 2013 | 17-May-13 | 30-May-14 | Oct. 02, 2013 | Sep. 19, 2012 | Sep. 12, 2012 | Mar. 18, 2012 | Feb. 15, 2012 | |
Fair Value assumptions: | |||||||||||||||
Stock price | $8.52 | $7.96 | $3.06 | $2.97 | $2.52 | $1.80 | |||||||||
Options granted | 915,000 | 233,334 | 566,667 | ||||||||||||
Exercise price, grants | $9.29 | $4.71 | $1.71 | ||||||||||||
Unamortized option expense | $3,161,447 | $1,112,000 | $737,496 | ||||||||||||
Intrinsic value of awards | 5,600,000 | ||||||||||||||
Stock Option [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Stock based compensation expense | 2,074,487 | ||||||||||||||
Stock Option [Member] | 02/03/14 [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Options granted | 500,000 | ||||||||||||||
Exercise price, grants | $10.11 | ||||||||||||||
Fair value of options granted | 1,954,384 | ||||||||||||||
Vesting terms | 125,000 vested upon issuance and the remaining 375,000 vest in 25 percent tranches on each anniversary of grant | ||||||||||||||
Number of options vested in period | 125,000 | 0 | 0 | 125,000 | |||||||||||
Number of options nonvested | 375,000 | ||||||||||||||
Percent of options vesting at each anniversary | 25.00% | ||||||||||||||
Stock based compensation expense | 814,327 | 0 | 0 | ||||||||||||
Stock Option [Member] | 07/24/14 [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Options granted | 355,000 | ||||||||||||||
Exercise price, grants | $8.39 | ||||||||||||||
Fair value of options granted | 1,661,682 | ||||||||||||||
Vesting terms | 88,750 vested upon issuance and the remaining 266,250 vest in 25 percent tranches on each anniversary of grant. | ||||||||||||||
Number of options vested in period | 88,750 | 0 | 0 | 88,750 | |||||||||||
Number of options nonvested | 266,250 | ||||||||||||||
Percent of options vesting at each anniversary | 25.00% | ||||||||||||||
Stock based compensation expense | 610,436 | 0 | 0 | ||||||||||||
Stock Option [Member] | 09/05/14 [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Options granted | 60,000 | ||||||||||||||
Exercise price, grants | $7.77 | ||||||||||||||
Fair value of options granted | 250,683 | ||||||||||||||
Vesting terms | 88,750 vested upon issuance and the remaining 266,250 vest in 25 percent tranches on each anniversary of grant. | ||||||||||||||
Number of options vested in period | 15,000 | 0 | 0 | 15,000 | |||||||||||
Number of options nonvested | 45,000 | ||||||||||||||
Percent of options vesting at each anniversary | 25.00% | ||||||||||||||
Stock based compensation expense | 86,957 | 0 | 0 | ||||||||||||
Stock Option [Member] | Board Members and Executives [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Options granted | 566,667 | ||||||||||||||
Fair value of options granted, per share | $1.89 | ||||||||||||||
Vesting terms | 141,667 vested upon issuance and the remaining 425,000 vest in 25 percent tranches on each anniversary. | ||||||||||||||
Number of options vested in period | 425,000 | 283,333 | 141,667 | 141,667 | |||||||||||
Number of options nonvested | 425,000 | ||||||||||||||
Percent of options vesting at each anniversary | 25.00% | ||||||||||||||
Stock based compensation expense | 268,078 | 328,354 | 358,367 | ||||||||||||
Stock Option [Member] | Lower Range [Member[ | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Stock price | $1.20 | ||||||||||||||
Exercise Price | $1.50 | ||||||||||||||
Risk free interest rate | 0.68% | ||||||||||||||
Volatility rate | 81.00% | ||||||||||||||
Stock Option [Member] | Upper Range [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Expected term | 5 years | ||||||||||||||
Risk free interest rate | 2.60% | ||||||||||||||
Volatility rate | 277.00% | ||||||||||||||
Employee Stock Option [Member] | Upper Range [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Stock price | $10.11 | ||||||||||||||
Exercise Price | $10.11 | ||||||||||||||
Stock Options 04/30/13 [Member] | Board Member [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Options granted | 116,667 | ||||||||||||||
Fair value of options granted, per share | $4.59 | ||||||||||||||
Vesting terms | 29,167 vested upon issuance and the remaining 87,500 vest in 33 percent tranches on the next three anniversary dates. | ||||||||||||||
Number of options vested in period | 58,333 | 29,167 | 0 | 29,167 | |||||||||||
Number of options nonvested | 87,500 | ||||||||||||||
Percent of options vesting at each anniversary | 33.00% | ||||||||||||||
Stock based compensation expense | 133,690 | 189,852 | 0 | ||||||||||||
Stock Options 05/17/13 [Member] | Board Member [Member] | |||||||||||||||
Fair Value assumptions: | |||||||||||||||
Options granted | 116,667 | ||||||||||||||
Fair value of options granted, per share | $4.50 | ||||||||||||||
Vesting terms | 29,167 vested upon issuance and the remaining 87,500 vest in 33 percent tranches on the next three anniversary dates. | ||||||||||||||
Number of options vested in period | 58,333 | 29,167 | 0 | 29,167 | |||||||||||
Number of options nonvested | 87,500 | ||||||||||||||
Percent of options vesting at each anniversary | 33.00% | ||||||||||||||
Stock based compensation expense | $131,165 | $180,156 | $0 |
COMMON_STOCK_OPTIONS_Details
COMMON STOCK OPTIONS (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Mar. 13, 2013 | Nov. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Options Outstanding | |||||
Options outstanding, beginning | 1,133,335 | 1,082,323 | 515,656 | ||
Options granted | 915,000 | 233,334 | 566,667 | ||
Options excercised | -128,698 | -53,624 | -183,322 | ||
Options outstanding, ended | 2,048,355 | 1,133,335 | 1,082,323 | ||
Weighted Average Exercise Price | |||||
Exercise price, beginning | $2.31 | $1.69 | $1.66 | ||
Exercise price, grants | $9.29 | $4.71 | $1.71 | ||
Exercise price, exercised | $1.69 | ||||
Exercise price, ending | $5.43 | $2.31 | $1.69 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental expenses | $83,556 | $0 | $0 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Sep. 30, 2014 |
Year | |
2015 | $250,835 |
2016 | 255,386 |
[us-gaap:OperatingLeasesFutureMinimumPaymentsDue] | $506,221 |
QUARTERLY_FINANCIAL_DATA_UNAUD2
QUARTERLY FINANCIAL DATA UNAUDITED (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating loss | ($3,076,632) | ($2,056,416) | ($1,968,383) | ($2,021,493) | ($1,802,447) | ($1,335,575) | ($668,143) | ($814,751) | ($9,122,924) | ($4,620,916) | ($3,286,408) |
Net loss | ($3,088,399) | ($2,052,089) | ($1,968,251) | ($2,021,925) | ($1,803,447) | ($1,338,431) | ($292,258) | ($2,218,352) | ($9,130,664) | ($5,652,488) | ($1,454,884) |
Net loss per basic and diluted share | ($0.12) | ($0.09) | ($0.10) | ($0.10) | ($0.07) | ($0.07) | ($0.02) | ($0.14) | ($0.41) | ($0.30) | ($0.10) |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||
Jun. 25, 2014 | Oct. 31, 2013 | Sep. 20, 2013 | Jul. 24, 2013 | Jun. 07, 2013 | Apr. 18, 2013 | Apr. 02, 2013 | Oct. 24, 2012 | Sep. 19, 2012 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 14, 2014 | Oct. 29, 2014 | |
Common stock issued in exercise of warrants | $60,000 | $200,001 | $27,084 | $10,756 | $5,025,345 | $100,000 | $260,752 | $5,239,864 | ||||||
Common stock issued in exercise of warrants, shares | 50,000 | 55,556 | 13,889 | 6,519 | 1,406,320 | 66,667 | 24,000 | |||||||
Common stock issued for services, shares | 9,100 | 43,333 | 367 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Warrants exercised | 2,000 | |||||||||||||
Warrant exercise price | $1.50 | |||||||||||||
Common stock issued in exercise of warrants | $3,000 | |||||||||||||
Common stock issued in exercise of warrants, shares | 2,000 | |||||||||||||
Common stock issued for services, shares | 4,000 |