Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 14, 2014 | Jun. 30, 2013 | |
Documentand Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'ctso | ' | ' |
Entity Registrant Name | 'Cytosorbents Corp | ' | ' |
Entity Central Index Key | '0001175151 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 298,568,099 | ' |
Entity Public Float | ' | ' | $27,665,000 |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $2,183,030 | $1,729,344 |
Grants and accounts receivable, net of allowance for doubtful accounts of $-0- | 453,017 | 51,779 |
Inventories | 245,608 | 682,372 |
Prepaid expenses and other current assets | 605,312 | 476,093 |
Total current assets | 3,486,967 | 2,939,588 |
Property and equipment - net | 144,393 | 145,600 |
Other assets | 414,375 | 254,220 |
Total long-term assets | 558,768 | 399,820 |
Total Assets | 4,045,735 | 3,339,408 |
Current Liabilities: | ' | ' |
Accounts payable | 786,517 | 800,670 |
Accrued expenses and other current liabilities | 361,700 | 349,841 |
Deferred revenue | 272,359 | ' |
Current portion of convertible notes payable, net of debt discount in the amount of $198,644 at December 31, 2013 and $178,775 at December 31, 2012 | 1,644,356 | 926,225 |
Total current liabilities | 3,064,932 | 2,076,736 |
Total liabilities | 3,064,932 | 2,076,736 |
Redeemable Series B Convertible Preferred Stock, 200,000 shares authorized at December 31, 2013 and December 31, 2012, respectively, 79,336.54 and 72,073.26 issued and outstanding, respectively | 15,246,350 | 12,887,817 |
Stockholders? Equity/(Deficiency): | ' | ' |
10% Series A Convertible Preferred Stock, 12,000,000 shares authorized at December 31, 2013 and 2012, respectively; 1,759,666 and 1,594,164 shares issued and outstanding, respectively | 1,760 | 1,594 |
Common Stock, Par Value $0.001, 800,000,000 shares authorized at December 31, 2013 and 2012, respectively; 251,319,547 and 214,967,503 shares issued and outstanding, respectively | 251,320 | 214,968 |
Additional paid-in capital | 91,343,135 | 86,903,415 |
Accumulated other comprehensive income | -55,987 | -12,662 |
Deficit accumulated during the development stage | -105,805,775 | -98,732,460 |
Total stockholders' equity/(deficiency) | -14,265,547 | -11,625,145 |
Total Liabilities and Stockholders' Equity (Deficiency) | $4,045,735 | $3,339,408 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts | $0 | $0 |
Convertible notes payable current, debt discount | $198,644 | $178,775 |
Preferred Stock, shares authorized | 100,000,000 | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, shares authorized | 800,000,000 | 800,000,000 |
Common Stock, shares issued | 251,319,547 | 214,967,503 |
Common Stock, shares outstanding | 251,319,547 | 214,967,503 |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' |
Preferred Stock, shares authorized | 200,000 | 200,000 |
Preferred Stock, shares issued | 79,336.54 | 72,073.26 |
Preferred Stock, shares outstanding | 79,336.54 | 72,073.26 |
Preferred Stock A [Member] | ' | ' |
Preferred Stock, shares authorized | 12,000,000 | 12,000,000 |
Preferred Stock, shares issued | 1,759,666 | 1,594,164 |
Preferred Stock, shares outstanding | 1,759,666 | 1,594,164 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | 203 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Revenue: | ' | ' | ' |
Sales | $821,787 | $151,574 | $1,009,439 |
Grant income | 1,600,880 | 1,191,362 | 3,792,687 |
Total revenue | 2,422,667 | 1,342,936 | 4,802,126 |
Cost of revenue | 1,911,565 | 319,298 | 2,745,436 |
Gross profit | 511,102 | 1,023,638 | 2,056,690 |
Other expenses: | ' | ' | ' |
Research and development | 1,738,938 | 2,532,489 | 55,668,397 |
Legal, financial and other consulting | 908,644 | 627,245 | 9,493,779 |
General and administrative | 2,576,751 | 1,354,738 | 28,987,962 |
Change in fair value of management and incentive units | ' | ' | -6,055,483 |
Total expenses | 5,224,333 | 4,514,472 | 88,094,655 |
Loss from Operations | -4,713,231 | -3,490,834 | -86,037,965 |
Other (income) expenses: | ' | ' | ' |
Gain on disposal of property and equipment | ' | ' | -21,663 |
Gain on extinguishment of debt | ' | ' | -216,617 |
Interest (income)/expense, net | 422,843 | 564,428 | 7,724,393 |
Penalties associated with non-registration of Series A Preferred Stock | ' | ' | 361,495 |
Total other (income) expense, net | 422,843 | 564,428 | 7,847,608 |
Loss before benefit from income taxes | -5,136,074 | -4,055,262 | -93,885,573 |
Benefit from income taxes | -458,279 | -391,756 | -1,397,353 |
Net loss | -4,677,795 | -3,663,506 | -92,488,220 |
Preferred stock dividend | 2,395,520 | 2,511,412 | 13,317,555 |
Net loss available to common shareholders | -7,073,315 | -6,174,918 | -105,805,775 |
Basic and diluted net loss per common share | ($0.03) | ($0.03) | ' |
Weighted average number of shares of common stock outstanding | 236,019,072 | 198,228,289 | ' |
Net loss | -4,677,795 | -3,663,506 | -92,488,220 |
Other comprehensive loss: | ' | ' | ' |
Currency translation adjustment | -43,325 | -12,662 | -55,987 |
Comprehensive loss | ($4,721,120) | ($3,676,168) | ($92,544,207) |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) | Total | Accounts Payable [Member] | Services [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Members' Equity (Deficiency) [Member] | Deferred Compensation [Member] | Common Stock [Member] | Preferred Stock A [Member] | Paid-In Capital [Member] | Paid-In Capital [Member] | Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Deficit Accumulated Development Stage [Member] |
Accounts Payable [Member] | Services [Member] | ||||||||||||
Balance at Jan. 21, 1997 | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance, shares at Jan. 21, 1997 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 1,143,487 | ' | ' | ' | 1,143,487 | ' | ' | ' | ' | ' | ' | ' | ' |
Subscriptions receivable | 440,000 | ' | ' | ' | 440,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Technology contribution | 4,550,000 | ' | ' | ' | 4,550,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -5,256,012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,256,012 |
Balance at Dec. 31, 1997 | 877,475 | ' | ' | ' | 6,133,487 | ' | ' | ' | ' | ' | ' | ' | -5,256,012 |
Balance, shares at Dec. 31, 1997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 2,518,236 | ' | ' | ' | 2,518,236 | ' | ' | ' | ' | ' | ' | ' | ' |
Options issued to consultants | 1,671 | ' | ' | ' | 1,671 | ' | ' | ' | ' | ' | ' | ' | ' |
Subscriptions receivable | 50,000 | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -1,867,348 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,867,348 |
Balance at Dec. 31, 1998 | 1,580,034 | ' | ' | ' | 8,703,394 | ' | ' | ' | ' | ' | ' | ' | -7,123,360 |
Balance, shares at Dec. 31, 1998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 14,407,916 | ' | ' | ' | 1,382,872 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issued to consultants | 1,070,740 | ' | ' | ' | 88,363 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to consultants | 468,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognition of deferred compensation | ' | ' | ' | ' | 47,001 | -47,001 | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred compensation | 46,772 | ' | ' | ' | ' | 15,667 | ' | ' | ' | ' | ' | ' | ' |
Subscriptions receivable | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -10,753,871 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,066,388 |
Balance at Dec. 31, 1999 | 100,548 | ' | ' | ' | 10,321,630 | -31,334 | ' | ' | ' | ' | ' | ' | -10,189,748 |
Balance, shares at Dec. 31, 1999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 1,382,872 | ' | ' | ' | 14,407,916 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issued to consultants | 88,363 | ' | ' | ' | 1,070,740 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to consultants | ' | ' | ' | ' | 468,526 | ' | ' | ' | ' | ' | ' | ' | ' |
Recognition of deferred compensation | ' | ' | ' | ' | 27,937 | -27,937 | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred compensation | 15,667 | ' | ' | ' | ' | 46,772 | ' | ' | ' | ' | ' | ' | ' |
Subscriptions receivable | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -3,066,388 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -10,753,871 |
Balance at Dec. 31, 2000 | 5,340,631 | ' | ' | ' | 26,296,749 | -12,499 | ' | ' | ' | ' | ' | ' | -20,943,619 |
Balance, shares at Dec. 31, 2000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 13,411,506 | ' | ' | ' | 13,411,506 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issued to consultants | 161,073 | ' | ' | ' | 161,073 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options issued to employee | 2,847 | ' | ' | ' | 2,847 | ' | ' | ' | ' | ' | ' | ' | ' |
Fees incurred in raising capital | 1,206,730 | ' | ' | ' | 1,206,730 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred compensation | 12,499 | ' | ' | ' | ' | 12,499 | ' | ' | ' | ' | ' | ' | ' |
Net loss | -15,392,618 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,392,618 |
Balance at Dec. 31, 2001 | 2,329,208 | ' | ' | ' | 38,665,445 | ' | ' | ' | ' | ' | ' | ' | -36,336,237 |
Balance, shares at Dec. 31, 2001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 6,739,189 | ' | ' | ' | 6,739,189 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issued to consultants | 156,073 | ' | ' | ' | 156,073 | ' | ' | ' | ' | ' | ' | ' | ' |
Options issued to consultants | 176,250 | ' | ' | ' | 172,250 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options issued to employee | 2,847 | ' | ' | ' | 2,847 | ' | ' | ' | ' | ' | ' | ' | ' |
Fees incurred in raising capital | 556,047 | ' | ' | ' | 556,047 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | -1,350,828 | ' | ' | ' | -1,350,828 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -11,871,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -11,871,668 |
Balance at Dec. 31, 2002 | -4,374,976 | ' | ' | ' | 43,832,929 | ' | ' | ' | ' | ' | ' | ' | -48,207,905 |
Balance, shares at Dec. 31, 2002 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 4,067,250 | ' | ' | ' | 4,067,250 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issued to consultants | 16,624 | ' | ' | ' | 16,624 | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of management units | 2,952,474 | ' | ' | ' | 2,952,474 | ' | ' | ' | ' | ' | ' | ' | ' |
Options issued to consultants | 65,681 | ' | ' | ' | 65,681 | ' | ' | ' | ' | ' | ' | ' | ' |
Fees incurred in raising capital | 343,737 | ' | ' | ' | 343,737 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | -281,340 | ' | ' | ' | -281,340 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -6,009,283 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,009,283 |
Balance at Dec. 31, 2003 | -3,907,307 | ' | ' | ' | 50,309,881 | ' | ' | ' | ' | ' | ' | ' | -54,217,188 |
Balance, shares at Dec. 31, 2003 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 512,555 | ' | ' | ' | 512,555 | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of management units | -2,396,291 | ' | ' | ' | -2,396,291 | ' | ' | ' | ' | ' | ' | ' | ' |
Fees incurred in raising capital | 80,218 | ' | ' | ' | 80,218 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -1,096,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,096,683 |
Balance at Dec. 31, 2004 | -6,967,944 | ' | ' | ' | 48,345,927 | ' | ' | ' | ' | ' | ' | ' | -55,313,871 |
Balance, shares at Dec. 31, 2004 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contributions | 92,287 | ' | ' | ' | 92,287 | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of management units | -14,551 | ' | ' | ' | -14,551 | ' | ' | ' | ' | ' | ' | ' | ' |
Fees incurred in raising capital | 92,287 | ' | ' | ' | 92,287 | ' | ' | ' | ' | ' | ' | ' | ' |
Reorganization from LLC to "C" Corporation | ' | ' | ' | ' | -49,219,260 | ' | 4,829 | ' | 49,214,431 | ' | ' | ' | ' |
Reorganization from LLC to "C" Corporation (in shares) | ' | ' | ' | ' | ' | ' | 4,829,120 | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | 51,565 | ' | ' | ' | 51,565 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable | 836,319 | ' | ' | ' | 836,319 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -3,665,596 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,665,596 |
Balance at Dec. 31, 2005 | -9,760,207 | ' | ' | ' | ' | ' | 4,829 | ' | 49,214,431 | ' | ' | ' | -58,979,467 |
Balance, shares at Dec. 31, 2005 | ' | ' | ' | ' | ' | ' | 4,829,120 | ' | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 1,433,520 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to consultants | ' | 1,923,110 | 98,830 | ' | ' | ' | ' | ' | ' | 1,923,110 | 98,830 | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 3,030 | 3,033,970 | ' | ' | ' | -3,037,000 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 303,700 | ' | ' | ' | ' | ' |
Issuance of preferred stock | 53,000,000 | ' | ' | ' | ' | ' | ' | 53,000 | 55,301,430 | ' | ' | ' | ' |
Issuance of preferred stock, shares | ' | ' | ' | ' | ' | ' | ' | 5,300,000 | ' | ' | ' | ' | ' |
Issuance of preferred stock for redemption of convertible note | 10,000,000 | ' | ' | ' | ' | ' | ' | 10,000 | 12,046,400 | ' | ' | ' | -2,056,400 |
Issuance of preferred stock for redemption of convertible note, shares | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Cost of raising capital associated with issuance of Series B Preferred Stock | -6,205,630 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock options to employees, consultants and directors | ' | ' | ' | ' | ' | ' | ' | ' | 1,433,520 | ' | ' | ' | ' |
Cost of raising capital associated with issuance of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | -6,205,630 | ' | ' | ' | ' |
Shares held by original stockholders of Parent immediately prior to merger | ' | ' | ' | ' | ' | ' | 37,500 | ' | -37,500 | ' | ' | ' | ' |
Shares held by original stockholders of Parent immediately prior to merger (in shares) | ' | ' | ' | ' | ' | ' | 3,750,000 | ' | ' | ' | ' | ' | ' |
Conversion of notes payable and accrued interest to Series B Preferred Shares | ' | ' | ' | ' | ' | ' | 51,710 | ' | 113,769,390 | ' | ' | ' | ' |
Conversion of notes payable and accrued interest to Series B Preferred Shares, shares | ' | ' | ' | ' | ' | ' | 5,170,880 | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | ' | ' | ' | ' | ' | ' | -2,410 | 8,000 | 301,940 | ' | ' | ' | -307,530 |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | ' | ' | ' | -240,929 | 799,885 | ' | ' | ' | ' | ' |
Issuance of common stock for cash | 7,998,850 | ' | ' | ' | ' | ' | 2,410 | ' | 7,996,440 | ' | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | ' | ' | ' | ' | 240,929 | ' | ' | ' | ' | ' | ' |
Issuance of common stock to investor group for price protection | ' | ' | ' | ' | ' | ' | 1,000 | ' | -1,000 | ' | ' | ' | ' |
Issuance of common stock to investor group for price protection, shares | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Issuance of common stock in consideration for funding $1,000,000 convertible note payable per terms of merger transaction | 10,000,000 | ' | ' | ' | ' | ' | 100,000 | ' | 9,900,000 | ' | ' | ' | ' |
Issuance of common stock in consideration for funding $1,000,000 convertible note payable per terms of merger transaction, shares | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | 113,821,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable | 5,878,140 | ' | ' | ' | ' | ' | 7,790 | ' | 5,870,350 | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable, shares | ' | ' | ' | ' | ' | ' | 778,274 | ' | ' | ' | ' | ' | ' |
Net loss | -76,715,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -76,715,800 |
Balance at Dec. 31, 2006 | 2,363,005 | ' | ' | ' | ' | ' | 24,629 | 7,403 | 69,757,556 | ' | ' | ' | -67,426,583 |
Balance, shares at Dec. 31, 2006 | ' | ' | ' | ' | ' | ' | 24,628,274 | 7,403,585 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 498,955 | ' | ' | ' | ' | ' | ' | ' | 498,955 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | ' | ' | ' | ' | ' | ' | 405 | -506 | 101 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | ' | ' | ' | 405,157 | -506,446 | ' | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable | 23,002 | ' | ' | ' | ' | ' | 11 | ' | 22,991 | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable, shares | ' | ' | ' | ' | ' | ' | 11,501 | ' | ' | ' | ' | ' | ' |
Issuance of Series A Preferred Stock as dividends and settlement of dividends/penalties payable in connection with non-registration event | 361,496 | ' | ' | ' | ' | ' | ' | 1,122 | 1,121,246 | ' | ' | ' | -760,872 |
Issuance of Series A Preferred Stock as dividends and settlement of dividends/penalties payable in connection with non-registration event, shares | ' | ' | ' | ' | ' | ' | ' | 1,122,369 | ' | ' | ' | ' | ' |
Net loss | -3,350,754 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,350,754 |
Balance at Dec. 31, 2007 | -104,296 | ' | ' | ' | ' | ' | 25,045 | 8,019 | 71,400,849 | ' | ' | ' | -71,538,209 |
Balance, shares at Dec. 31, 2007 | ' | ' | ' | ' | ' | ' | 25,044,932 | 8,019,508 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 363,563 | ' | ' | ' | ' | ' | ' | ' | 363,563 | ' | ' | ' | ' |
Issuance of warrants | 40,354 | ' | ' | ' | ' | ' | ' | ' | 40,354 | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 831 | 277,087 | ' | ' | ' | -277,918 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 830,384 | ' | ' | ' | ' | ' |
Issuance of preferred stock | -364,747 | ' | ' | 5,442,497 | ' | ' | ' | ' | ' | ' | ' | ' | -364,747 |
Issuance of preferred stock, shares | ' | ' | ' | 52,931.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock as dividends | -262,717 | ' | ' | 262,717 | ' | ' | ' | ' | ' | ' | ' | ' | -262,717 |
Issuance of Series B Preferred Stock as dividends, shares | ' | ' | ' | 2,627.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | 0 | ' | ' | ' | ' | ' | 219 | -57 | -162 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | ' | ' | ' | 218,585 | -56,832 | ' | ' | ' | ' | ' |
Net loss | -3,017,890 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,017,890 |
Balance at Dec. 31, 2008 | -3,345,733 | ' | ' | 5,705,214 | ' | ' | 25,264 | 8,793 | 72,081,691 | ' | ' | ' | -75,461,481 |
Balance, shares at Dec. 31, 2008 | ' | ' | ' | 55,558.64 | ' | ' | 25,263,517 | 8,793,060 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 236,705 | ' | ' | ' | ' | ' | ' | ' | 236,705 | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 789 | 110,809 | ' | ' | ' | -111,598 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 789,610 | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock as dividends | -586,023 | ' | ' | 586,023 | ' | ' | ' | ' | 0 | ' | ' | ' | -586,023 |
Issuance of Series B Preferred Stock as dividends, shares | ' | ' | ' | 5,860.22 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of notes payable and accrued interest to Series B Preferred Shares | -6,704 | ' | ' | 64,309 | ' | ' | ' | ' | 0 | ' | ' | ' | -6,704 |
Conversion of notes payable and accrued interest to Series B Preferred Shares, shares | ' | ' | ' | 576.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | 681,558 | ' | ' | -681,558 | ' | ' | 41,111 | -3,326 | 643,773 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | -6,628.55 | ' | ' | 41,111,339 | -3,326,857 | ' | ' | ' | ' | ' |
Exercise of warrants | ' | ' | ' | 1,335,754 | ' | ' | ' | ' | 0 | ' | ' | ' | 0 |
Exercise of warrants (in shares) | ' | ' | ' | 13,357.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant modification as inducement to exercise | 14,885 | ' | ' | ' | ' | ' | ' | ' | 14,885 | ' | ' | ' | 0 |
Net loss | -2,736,715 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,736,715 |
Balance at Dec. 31, 2009 | -5,742,027 | ' | ' | 7,009,742 | ' | ' | 66,375 | 6,256 | 73,087,863 | ' | ' | ' | -78,902,521 |
Balance, shares at Dec. 31, 2009 | ' | ' | ' | 68,723.88 | ' | ' | 66,374,856 | 6,255,813 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 149,325 | ' | ' | ' | ' | ' | ' | ' | 149,325 | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 590 | 167,992 | ' | ' | ' | -168,582 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 590,159 | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock as dividends | -2,008,882 | ' | ' | 2,008,882 | ' | ' | ' | ' | 0 | ' | ' | ' | -2,008,882 |
Issuance of Series B Preferred Stock as dividends, shares | ' | ' | ' | 6,232.81 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | 1,437,814 | ' | ' | -1,437,814 | ' | ' | 47,824 | -1,020 | 1,391,010 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | -13,983.58 | ' | ' | 47,824,298 | -1,019,563 | ' | ' | ' | ' | ' |
Issuance of common stock for cash | 749,999 | ' | ' | ' | ' | ' | 7,174 | ' | 742,825 | ' | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | ' | ' | ' | ' | 7,174,186 | ' | ' | ' | ' | ' | ' |
Cost of raising capital | -49,560 | ' | ' | ' | ' | ' | 1,465 | ' | -51,025 | ' | ' | ' | ' |
Cost of raising capital (in shares) | ' | ' | ' | ' | ' | ' | 1,465,071 | ' | ' | ' | ' | ' | ' |
Relative fair value of warrants and beneficial conversion feature in connection with issuance of convertible note | 306,805 | ' | ' | ' | ' | ' | ' | ' | 306,805 | ' | ' | ' | ' |
Net loss | -2,908,865 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,908,865 |
Balance at Dec. 31, 2010 | -8,065,391 | ' | ' | 7,580,810 | 0 | 0 | 122,838 | 5,826 | 75,794,795 | ' | ' | ' | -83,988,850 |
Balance, shares at Dec. 31, 2010 | ' | ' | ' | 60,973.11 | ' | ' | 122,838,411 | 5,826,409 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 865,535 | ' | ' | ' | ' | ' | ' | ' | 865,535 | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 266 | 71,755 | ' | ' | ' | -72,021 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 266,161 | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock as dividends | -3,015,023 | ' | ' | 3,015,023 | ' | ' | ' | ' | 0 | ' | ' | ' | -3,015,023 |
Issuance of Series B Preferred Stock as dividends, shares | ' | ' | ' | 6,283.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | 187,462 | ' | ' | -187,462 | ' | ' | 16,116 | -4,645 | 175,991 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | -1,823.18 | ' | ' | 16,115,042 | -4,645,411 | ' | ' | ' | ' | ' |
Issuance of common stock for cash | 2,643,766 | ' | ' | ' | ' | ' | 17,336 | ' | 2,626,430 | ' | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | ' | ' | ' | ' | 17,335,942 | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | 1,515,130 | ' | ' | ' | ' | ' | 15,151 | ' | 1,499,979 | ' | ' | ' | ' |
Conversion of convertible notes to common, shares | ' | ' | ' | ' | ' | ' | 15,151,310 | ' | ' | ' | ' | ' | ' |
Relative fair value of warrants and beneficial conversion feature in connection with issuance of convertible note | 1,250,000 | ' | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' |
Exercise of warrants | ' | ' | ' | ' | ' | ' | 6,013 | ' | -6,013 | ' | ' | ' | ' |
Exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | 6,013,478 | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 5,141 | ' | ' | ' | ' | ' | 147 | ' | 4,994 | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | ' | ' | ' | ' | ' | 146,875 | ' | ' | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable | 5,000 | ' | ' | ' | ' | ' | 25 | ' | 4,975 | ' | ' | ' | ' |
Issuance of common stock in settlement of accounts payable, shares | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' |
Net loss | -5,481,648 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,481,648 |
Balance at Dec. 31, 2011 | -10,090,028 | ' | ' | 10,408,371 | ' | ' | 177,626 | 1,447 | 82,288,441 | ' | ' | ' | -92,557,542 |
Balance, shares at Dec. 31, 2011 | ' | ' | ' | 65,433.34 | ' | ' | 177,626,058 | 1,447,159 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 63,127 | ' | ' | ' | ' | ' | ' | ' | 63,127 | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 150 | 17,332 | ' | ' | ' | -17,482 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 150,008 | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock as dividends | -2,493,930 | ' | ' | 2,493,930 | ' | ' | ' | ' | ' | ' | ' | ' | -2,493,930 |
Issuance of Series B Preferred Stock as dividends, shares | ' | ' | ' | 6,780.79 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | 14,484 | ' | ' | -14,484 | ' | ' | 418 | -3 | 14,069 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | -140.87 | ' | ' | 418,633 | -3,003 | ' | ' | ' | ' | ' |
Issuance of common stock for cash | 3,660,153 | ' | ' | ' | ' | ' | 28,461 | ' | 3,631,692 | ' | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | ' | ' | ' | ' | 28,460,908 | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | 798,911 | ' | ' | ' | ' | ' | 7,990 | ' | 790,921 | ' | ' | ' | ' |
Conversion of convertible notes to common, shares | ' | ' | ' | ' | ' | ' | 7,989,103 | ' | ' | ' | ' | ' | ' |
Relative fair value of warrants and beneficial conversion feature in connection with issuance of convertible note | 87,700 | ' | ' | ' | ' | ' | ' | ' | 87,700 | ' | ' | ' | ' |
Exercise of warrants | ' | ' | ' | ' | ' | ' | 170 | ' | -170 | ' | ' | ' | ' |
Exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | 169,762 | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 10,606 | ' | ' | ' | ' | ' | 303 | ' | 10,303 | ' | ' | ' | ' |
Exercise of stock options (in shares) | 303,039 | ' | ' | ' | ' | ' | 303,039 | ' | ' | ' | ' | ' | ' |
Other comprehensive income/(loss): foreign translation adjustment | -12,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,662 | ' |
Net loss | -3,663,506 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,663,506 |
Balance at Dec. 31, 2012 | -11,625,145 | ' | ' | 12,887,817 | ' | ' | 214,968 | 1,594 | 86,903,415 | ' | ' | -12,662 | -98,732,460 |
Balance, shares at Dec. 31, 2012 | ' | ' | ' | 72,073.26 | ' | ' | 214,967,503 | 1,594,164 | ' | ' | ' | ' | ' |
Stock based compensation - employees, consultants and directors | 456,937 | ' | ' | ' | ' | ' | ' | ' | 456,937 | ' | ' | ' | ' |
Issuance of common stock for services rendered | 65,468 | ' | ' | ' | ' | ' | 500 | ' | 64,968 | ' | ' | ' | ' |
Issuance of common stock for services rendered, shares | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | 166 | 16,435 | ' | ' | ' | -16,601 |
Issuance of Series A Preferred Stock as dividends, shares | ' | ' | ' | ' | ' | ' | ' | 165,502 | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock as dividends | -2,378,919 | ' | ' | 2,378,919 | ' | ' | ' | ' | ' | ' | ' | ' | -2,378,919 |
Issuance of Series B Preferred Stock as dividends, shares | ' | ' | ' | 7,461.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A and Series B into Common | 20,386 | ' | ' | -20,386 | ' | ' | 548 | ' | 19,838 | ' | ' | ' | ' |
Conversion of Series A and Series B into Common (in shares) | ' | ' | ' | -198.27 | ' | ' | 547,707 | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash | 2,299,967 | ' | ' | ' | ' | ' | 21,021 | ' | 2,278,946 | ' | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | ' | ' | ' | ' | 21,021,262 | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common | 1,226,042 | ' | ' | ' | ' | ' | 9,740 | ' | 1,216,302 | ' | ' | ' | ' |
Conversion of convertible notes to common, shares | ' | ' | ' | ' | ' | ' | 9,739,912 | ' | ' | ' | ' | ' | ' |
Cost of raising capital | -100,000 | ' | ' | ' | ' | ' | ' | ' | -100,000 | ' | ' | ' | ' |
Relative fair value of warrants and beneficial conversion feature in connection with issuance of convertible note | 331,117 | ' | ' | ' | ' | ' | ' | ' | 331,117 | ' | ' | ' | ' |
Exercise of warrants | 139,526 | ' | ' | ' | ' | ' | 3,987 | ' | 135,539 | ' | ' | ' | ' |
Exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | 3,986,426 | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 20,194 | ' | ' | ' | ' | ' | 556 | ' | 19,638 | ' | ' | ' | ' |
Exercise of stock options (in shares) | 556,737 | ' | ' | ' | ' | ' | 556,737 | ' | ' | ' | ' | ' | ' |
Other comprehensive income/(loss): foreign translation adjustment | -43,325 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -43,325 | ' |
Net loss | -4,677,795 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,667,795 |
Balance at Dec. 31, 2013 | ($14,265,547) | ' | ' | $15,246,350 | ' | ' | $251,320 | $1,760 | $91,343,135 | ' | ' | ($55,987) | ($105,805,775) |
Balance, shares at Dec. 31, 2013 | ' | ' | ' | 79,336.54 | ' | ' | 351,319,547 | 1,759,666 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIENCY) (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2006 | |
Issuance of common stock, convertible note payable | $10,000,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 203 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($4,677,795) | ($3,663,506) | ($92,488,220) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' | ' |
Common stock issued as inducement to convert convertible notes payable and accrued interest | ' | ' | 3,351,961 |
Issuance of common stock to consultants for services | 65,468 | ' | 95,468 |
Depreciation and amortization | 64,350 | 54,606 | 2,568,371 |
Amortization of debt discount | 311,248 | 471,352 | 2,776,977 |
Gain on disposal of property and equipment | ' | ' | -21,663 |
Gain on extinguishment of debt | ' | ' | -216,617 |
Interest expense paid with Series B Preferred Stock in connection with conversion of notes payable | ' | ' | 3,147 |
Abandoned patents | ' | ' | 183,556 |
Bad debts | ' | ' | 255,882 |
Contributed technology expense | ' | ' | 4,550,000 |
Consulting expense | ' | ' | 237,836 |
Management unit expense | ' | ' | 1,334,285 |
Expense for issuance of warrants | ' | ' | 533,648 |
Expense for issuance of options | 456,937 | 63,128 | 3,025,125 |
Amortization of deferred compensation | ' | ' | 74,938 |
Penalties in connection with non-registration event | ' | ' | 361,496 |
Changes in operating assets and liabilities: | ' | ' | ' |
Grants and accounts receivable | -401,238 | -15,701 | -453,017 |
Inventories | 436,764 | -251,350 | -245,608 |
Prepaid expenses and other current assets | -129,219 | -432,365 | -876,860 |
Other assets | -6,942 | 9,441 | -53,895 |
Accounts payable and accrued expenses | 118,748 | 147,948 | 3,224,552 |
Accrued interest expense | ' | ' | 1,823,103 |
Deferred revenue | 272,359 | ' | 272,359 |
Net cash used by operating activities | -3,489,320 | -3,616,447 | -69,683,176 |
Cash flows from investing activities: | ' | ' | ' |
Proceeds from sale of property and equipment | ' | ' | 32,491 |
Purchases of property and equipment | -38,684 | -19,850 | -2,459,494 |
Patent costs | -177,672 | -18,956 | -676,186 |
Purchases of short-term investments | ' | ' | -393,607 |
Proceeds from sale of short-term investments | ' | ' | 393,607 |
Loan receivable | ' | ' | -1,632,168 |
Net cash used by investing activities | -216,356 | -38,806 | -4,735,357 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of preferred stock, net of related issuance costs | ' | ' | 9,579,040 |
Equity contributions - net of fees incurred | 2,199,967 | 3,500,001 | 52,671,768 |
Proceeds from borrowings | 1,843,000 | 700,000 | 13,731,881 |
Proceeds from subscription receivables | ' | ' | 499,395 |
Proceeds from exercise of stock options | 20,194 | 10,605 | 35,940 |
Proceeds from exercise of warrants | 139,526 | ' | 139,526 |
Net cash provided by financing activities | 4,202,687 | 4,210,606 | 76,657,550 |
Effect of exchange rates on cash | -43,325 | -12,662 | -55,987 |
Net change in cash and cash equivalents | 453,686 | 542,691 | 2,183,030 |
Cash and cash equivalents at beginning of period | 1,729,344 | 1,186,653 | ' |
Cash and cash equivalents at end of period | 2,183,030 | 1,729,344 | 2,183,030 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid during the period for interest | ' | ' | 590,189 |
Supplemental schedule of noncash investing and financing activities: | ' | ' | ' |
Debt discount in connection with issuance of convertible debt | 331,117 | 87,400 | 1,975,322 |
Fair value of shares issued as costs of raising capital | 49,647 | 247,536 | 633,133 |
Note payable principal and interest conversion to equity | 1,226,042 | ' | 13,175,491 |
Issuance of member units | ' | ' | ' |
Issuance of management units in settlement of cost of raising capital | ' | ' | 437,206 |
Change in fair value of management units for cost of raising capital | ' | ' | 278,087 |
Issuance of common stock in exchange for stock subscribed | ' | ' | 399,395 |
Costs paid from proceeds in conjunction with issuance preferred stock | ' | ' | 768,063 |
Preferred stock dividends | 2,395,520 | 2,511,412 | 13,317,555 |
Net effect of conversion of common stock to preferred stock prior to merger | ' | ' | 559 |
Leasehold Improvements | ' | ' | ' |
Supplemental schedule of noncash investing and financing activities: | ' | ' | ' |
Issuance of member units | ' | ' | 141,635 |
Loans Receivable | ' | ' | ' |
Supplemental schedule of noncash investing and financing activities: | ' | ' | ' |
Issuance of member units | ' | ' | 1,632,168 |
Accounts Payable | ' | ' | ' |
Supplemental schedule of noncash investing and financing activities: | ' | ' | ' |
Issuance of member units | ' | ' | $1,614,446 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended | 203 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Series B Preferred Stock [Member] | ' | ' | ' |
Preferred Shares converted into Common shares | 198.27 | 140.87 | 22,774.45 |
Stock issued in connection with non-registration events | ' | ' | 0 |
Series A Preferred Stock [Member] | ' | ' | ' |
Preferred Shares converted into Common shares | 0 | 3,003 | 9,558,112 |
Stock issued in connection with non-registration events | ' | ' | 553,629 |
Common Stock [Member] | Series B Preferred Stock [Member] | ' | ' | ' |
Preferred Shares converted into Common shares | 547,707 | 388,603 | 62,912,304 |
Common Stock [Member] | Series A Preferred Stock [Member] | ' | ' | ' |
Preferred Shares converted into Common shares | 0 | 30,030 | 43,728,457 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2013 | |
BASIS OF PRESENTATION [Abstract] | ' |
BASIS OF PRESENTATION | ' |
1. BASIS OF PRESENTATION | |
The accompanying consolidated financial statements include the results of CytoSorbents Corporation (the "Parent"), CytoSorbents, Inc. its wholly-owned operating subsidiary (the "Subsidiary"), and CytoSorbents Europe GmbH, its wholly-owned European subsidiary (the "European Subsidiary"), collectively referred to as "the Company." | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced negative cash flows from operations since inception and has a deficit accumulated during the development stage at December 31, 2013 of $105,805,775. The Company is not currently generating significant revenue and is dependent on the proceeds of present and future financings to fund its research, development and commercialization program. The Company believes that it currently has adequate funding for more than the next twelve months of operations, however, it may have to raise additional capital to fund future operations. Although the Company has historically been successful in raising additional capital through equity and debt financings, there can be no assurance that the Company will be successful in raising additional capital in the future or that it will be on favorable terms. Furthermore, if the Company is successful in raising the additional financing, there can be no assurance that the amount will be sufficient to complete the Company's plans. These matters raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments related to the outcome of this uncertainty. | |
The Company is a development stage company and has not yet generated significant revenues. Since inception, the Company's expenses relate primarily to research and development, organizational activities, clinical manufacturing, regulatory compliance and operational strategic planning. Although the Company has made advances on these matters, there can be no assurance that the Company will continue to be successful regarding these issues, nor can there be any assurance that the Company will successfully implement its long-term strategic plans. | |
The Company has developed an intellectual property portfolio, including 32 issued U.S. patents and multiple pending patents, covering materials, methods of production, systems incorporating the technology and multiple medical uses. |
PRINCIPAL_BUSINESS_ACTIVITY_AN
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
2. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
Nature of Business | |
The Company, through its subsidiary, is engaged in the research, development and commercialization of medical devices with its platform blood purification technology incorporating a proprietary adsorbent polymer technology. The Company, through its European Subsidiary, has commenced initial sales and marketing related operations for the CytoSorb® device in the European Union. The Company is focused on developing this technology for multiple applications in the medical field, specifically to provide improved blood purification for the treatment of acute and chronic health complications associated with blood toxicity. In March 2011, the Company received CE Mark approval for its CytoSorb ® device. As of December 31, 2013, the Company had only limited commercial operations and, accordingly, is in the development stage. The Company has yet to generate any significant revenue and has no assurance of future revenue. | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Parent, CytoSorbents Corporation, and its wholly-owned subsidiaries, CytoSorbents, Inc. and CytoSorbents Europe GmbH. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Development Stage Corporation | |
The accompanying consolidated financial statements have been prepared in accordance with the provisions of accounting and reporting by development stage enterprises. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. | |
Accounts Receivable | |
Accounts receivable are unsecured, non-interest bearing customer obligations due under normal trade terms. The Company sells its devices to various hospitals and distributors. The Company performs ongoing credit evaluations of customers' financial condition. Management reviews accounts receivable periodically to determine collectability. Balances that are determined to be uncollectible are written off to the allowance for doubtful accounts. The allowance for doubtful accounts contains a general accrual for estimated bad debts and had a balance of zero at December 31, 2013 and December 31, 2012. | |
Inventories | |
Inventories are valued at the lower of cost or market. At December 31, 2013 and December 31, 2012 the Company's inventory was comprised of finished goods, which amounted to $107,098 and $438,790, respectively, work in process which amounted to $100,528 and $194,880, respectively and raw materials which amounted to $37,982 and $48,702, respectively. Devices used in clinical trials or for research and development purposes are removed from inventory and charged to research and development expenses at the time of their use. | |
Property and Equipment | |
Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of their economic useful lives or the term of the related leases. Gains and losses on depreciable assets retired or sold are recognized in the statements of operations in the year of disposal. Repairs and maintenance expenditures are expensed as incurred. | |
Patents | |
Legal costs incurred to establish and successfully defend patents are capitalized. When patents are issued, capitalized costs are amortized on the straight-line method over the related patent term. In the event a patent is abandoned, the net book value of the patent is written off. | |
Impairment or Disposal of Long-Lived Assets | |
The Company assesses the impairment of patents and other long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. | |
Revenue Recognition | |
Product Sales: Revenues from sales of products are recognized at the time of delivery when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds and completion of all performance obligations. | |
Grant Revenue: Revenue from grant income is based on contractual agreements. Certain agreements provide for reimbursement of costs, while other agreements provide for reimbursement of costs and an overhead margin. Revenues are recognized when milestones have been achieved and revenues have been earned. Costs are recorded as incurred. Costs subject to reimbursement by these grants have been reflected as costs of revenue. | |
Deferred Revenue: The Company defers revenue that has been received but not yet earned on government contracts. This revenue will be recognized as income in the period in which the revenue is earned. All deferred revenue is expected to be earned within a one year of the balance sheet date. | |
Research and Development | |
All research and development costs, payments to laboratories and research consultants are expensed when incurred. | |
Advertising Expenses | |
Advertising costs are charged to activities when incurred. Advertising expense amounted to approximately $269,000 and $23,000 in 2013 and 2012, respectively, and is included in selling, general, and administrative expenses on the consolidated statement of operations. | |
Income Taxes | |
Income taxes are accounted for under the asset and liability method prescribed by accounting standards for accounting for income taxes. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or the entire deferred tax asset will not be realized. Under Section 382 of the Internal Revenue Code the net operating losses generated prior to the reverse merger may be limited due to the change in ownership. Additionally, net operating losses generated subsequent to the reverse merger may be limited in the event of changes in ownership. | |
The Company follows the accounting standards associated with uncertain tax provisions. The Company had no unrecognized tax benefits at December 31, 2013 or 2012. The Company files tax returns in the U.S. federal and state jurisdictions. The Company currently has no open years prior to December 31, 2010 and has no income tax related penalties or interest for the periods presented in these financial statements. | |
Our European subsidiary, CytoSorbents Europe GmbH annually files a corporate tax return, VAT return, and a trade tax return in Germany. | |
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 and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Significant estimates in these financials are the valuation of options granted and the valuation of preferred shares issued as stock dividends. | |
Concentration of Credit Risk | |
The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions in an effort to minimize its collection risk of these balances. | |
As of December 31, 2013, a U.S. Government agency accounted for approximately 66 percent of outstanding accounts receivable. At December 31, 2012, grant and accounts receivable consisted of direct hospital customers who in the aggregate represented 100% of outstanding accounts receivable, each of whom individually had more than 10 percent of outstanding accounts receivable. For the year ended December 31, 2013, approximately 62 percent of revenues were from two U.S. government agencies, and no other agency, distributor, or direct customer represented more than 10% of the Company's revenue. For the year ended December 31, 2012, approximately 81 percent of revenue was from a U.S. government grant agency. | |
Financial Instruments | |
The carrying values of cash and cash equivalents, accounts payable and other debt obligations approximate their fair values due to their short-term nature. | |
Net Loss per Common Share | |
Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. (See Note 11). | |
Stock-Based Compensation | |
The Company accounts for its stock-based compensation under the recognition requirements of accounting standards for accounting for stock-based compensation, for employees and directors whereby each option granted is valued at fair market value on the date of grant. Under these accounting standards, the fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. | |
The Company also follows the guidance of accounting standards for accounting for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services for equity instruments issued to consultants. | |
Effects of Recent Accounting Pronouncements | |
There have been no recently issued accounting standards which would have an impact on the Company's financial statements. | |
Shipping and Handling Costs | |
The Company records shipping and handling costs in Research and Development. Total freight costs amounted to approximately $33,000 and $65,000 for the years ended December 31, 2013 and 2012 respectively. | |
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | ' | ||||||||||
PROPERTY AND EQUIPMENT, NET | ' | ||||||||||
3. PROPERTY AND EQUIPMENT, NET: | |||||||||||
Property and equipment - net, consists of the following: | |||||||||||
Depreciation/ | |||||||||||
Amortization | |||||||||||
December 31, | 2013 | 2012 | Period | ||||||||
Furniture and fixtures | $ | 130,716 | $ | 130,015 | 7 years | ||||||
Equipment and computers | 1,952,051 | 1,921,845 | 3 to 7 years | ||||||||
Leasehold improvements | 462,980 | 462,980 | Term of lease | ||||||||
2,545,747 | 2,514,840 | ||||||||||
Less accumulated depreciation and amortization | 2,401,354 | 2,369,240 | |||||||||
Property and Equipment, Net | $ | 144,393 | $ | 145,600 | |||||||
Depreciation expense for the years ended December 31, 2013 and 2012 amounted to $39,891 and $29,316, respectively. Depreciation expense from inception to December 31, 2013 amounted to $2,460,678. |
OTHER_ASSETS
OTHER ASSETS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
OTHER ASSETS [Abstract] | ' | ||||||||||||||||
OTHER ASSETS | ' | ||||||||||||||||
4. OTHER ASSETS: | |||||||||||||||||
Other assets consist of the following: | |||||||||||||||||
December 31, | 2013 | 2012 | |||||||||||||||
Intangible assets, net | $ | 360,481 | $ | 207,267 | |||||||||||||
Security deposits | 53,894 | 46,953 | |||||||||||||||
Total | $ | 414,375 | $ | 254,220 | |||||||||||||
Intangible assets consist of the following: | |||||||||||||||||
December 31, | 2013 | 2012 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Patents | $ | 492,631 | $ | 132,150 | $ | 314,958 | $ | 107,691 | |||||||||
Amortization expense amounted to $24,459 and $25,289 for the years ended December 31, 2013 and 2012, respectively. Amortization expense from inception to December 31, 2013 amounted to $132,150. | |||||||||||||||||
Amortization expense is anticipated to be approximately $25,000 per year for the next five years ended December 31, 2018. |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | ||||||||
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES: | |||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
2013 | 2012 | ||||||||
Other payable | $ | 351,435 | $ | 364,285 | |||||
Legal, financial and consulting | 364,599 | 177,797 | |||||||
Research and development | 432,183 | 608,429 | |||||||
$ | 1,148,217 | $ | 1,150,511 | ||||||
CONVERTIBLE_NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2013 | |
CONVERTIBLE NOTES [Abstract] | ' |
CONVERTIBLE NOTES | ' |
6. CONVERTIBLE NOTES: | |
On September 30, 2013 (the "Closing Date"), the Company issued convertible notes to certain accredited investors (the "Purchasers"), whereby the Company agreed to sell and the Purchasers agreed to purchase the convertible notes in the aggregate principal amount of $745,000 (the "Notes"). The Notes mature one (1) year from the Closing Date (the "Maturity Date"), bear interest at an annual rate of 8%, and automatically convert into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a conversion price of $0.10 at maturity or earlier at the option of the Purchaser. Full conversion of the principal value of the Notes would result in the issuance of 7,450,000 shares of Common Stock. In connection with the issuance of the Notes, the Company issued warrants to purchase shares of Common Stock, providing 50% coverage, exercisable at $0.125 per share (the "Warrants"). | |
On June 21, 2013 (the "Closing Date"), the Company issued convertible notes to certain accredited investors (the "Purchasers"), whereby the Company agreed to sell and the Purchasers agreed to purchase the convertible notes in the aggregate principal amount of $1,098,000 (the "Notes"). The Notes mature one (1) year from the Closing Date (the "Maturity Date"), bear interest at an annual rate of 8%, and automatically convert into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a conversion price of $0.125 at maturity or earlier at the option of the Purchaser. Full conversion of the principal value of the Notes would result in the issuance of 8,784,000 shares of Common Stock. In connection with the issuance of the Notes, the Company issued warrants to purchase shares of Common Stock, providing 50% coverage, exercisable at $0.15 per share (the "Warrants"). | |
At December 31, 2013, the Company had Convertible Notes totaling approximately $1,644,000 net of debt discount of approximately $199,000. The Notes stipulate that in the event at any time during the term of the Note, the Company closes on any debt or equity financing in an aggregate amount greater than or equal to $750,000, the noteholder will have the right to exchange the note for the equivalent dollar amount of securities sold in the new financing. The Company is not required to repay the Notes in cash, and there are no registration rights on the common stock underlying the Notes or Warrants. | |
At December 31, 2012 the Company had Convertible Notes totaling approximately $926,000 net of debt discount of $179,000 outstanding. In February 2013 all outstanding Convertible Notes plus accrued interest of approximately $121,000 were converted into 9,739,912 Common Shares. | |
In February 2012 the Company issued 12 month Promissory Notes in the principal amount of $700,000, which accrue interest at the rate of 8% per annum. Per the terms of the Note, the investors will be repaid in equity of the Company, not cash. During the term of the Notes, investors may at any time convert outstanding principal and interest into Common Stock of the Company at a rate of $0.15 per share. In addition, during the term of the Note, should the Company complete any subsequent financing, debt or equity, in an aggregate amount greater or equal to $750,000, which includes any equity component or the right to convert into equity, the investor shall have the option to exchange any outstanding principal and interest of the Note into the new financing. Pursuant to the terms of the Promissory Note, the note holder will receive 25% warrant coverage in the form of five year warrants to purchase that number of shares of common stock as follows: that number of shares of Common Stock equal to the quotient obtained by dividing (x) 25% of the Principal, by (y) $0.15, with the resulting number of shares having an exercise price equal to $0.175 per share of Common Stock. The warrants have a cashless exercise provision. The Promissory Notes do not have registration rights for the shares underlying the notes or warrants. | |
The Company allocates the proceeds associated with the issuance of promissory notes based on the relative fair value of the promissory notes and warrants. Additionally, the Company evaluates if the embedded conversion option results in a beneficial conversion feature by comparing the relative fair value allocated to the promissory notes to the market value of the underlying common stock subject to conversion. In connections with the promissory note issuances during the years ended December 31, 2013 and 2012 the Company received proceeds of $1,843,000 and $700,000, respectively. The Company allocated the proceeds in accordance with FASB Codification Topic 470 based on the related fair value as follows for the $1,843,000: $1,511,883 was allocated to the promissory notes and $171,012 to the warrants. Additionally, the embedded conversion feature resulted in a beneficial conversion feature in the amount of $160,105. For the $700,000, $612,300 was allocated to the promissory notes and $38,788 to the warrants. Additionally, the embedded conversion feature resulted in a beneficial conversion feature in the amount of $48,912. The value assigned to the warrants resulting from the relative fair value calculation as well as the value of the beneficial conversion feature is recorded as a debt discount and is presented in the consolidated balance sheets. The debt discount is being amortized to interest expense over the term of the promissory notes. During the year ended December 31, 2012, Convertible Notes in the principal and accrued interest amount of $798,911 were converted into 7,989,103 Common shares resulting in a reduction of debt discount and charge to interest expense in the amount of $235,762. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
7. INCOME TAXES: | |||||||||
Tax losses amounted to approximately $3,300,000 and $3,100,000 for the years ended December 31, 2013 and December 31, 2012, respectively. The Company's Federal net operating loss carry forward amounts to approximately $24,063,000 and expires through 2033. The Company's remaining New Jersey net operating loss carry forward amounts to approximately $3,000,000 and expires in 2033. These loss carry forwards are subject to limitation in future years should certain ownership changes occur. A full valuation allowance equal to the deferred tax asset has been recorded due to the uncertainty that the Company will have the ability to utilize such asset. | |||||||||
During the years ended December 31, 2013 and 2012 the Company utilized the Technology Business Tax Certificate Transfer Program to sell a portion of its New Jersey Net Operating Loss tax carryforwards to an industrial company, receiving proceeds of approximately $458,000 and $392,000, respectively. There can be no assurance that the Company will again be eligible in the future to participate or be successful in future sales of its New Jersey Net Operating Loss tax carryforwards. | |||||||||
For the years ended December 31, 2013 and December 31, 2012, respectively, the Company's effective tax rate differs from the federal statutory rate principally due to net operating losses offset by certain non-deductible expenses for which no benefit has been recorded. | |||||||||
A reconciliation of the Federal statutory rate to the Company's effective tax rate for the years ended December 31, 2013 and December 31, 2012 is as follows: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | (34.0 | )% | (34.0 | )% | |||||
Decrease resulting from: | |||||||||
Non-deductible expenses | 2.9 | 4.4 | |||||||
Timing differences | 0.9 | - | |||||||
Change in valuation allowance | 29.8 | 28.8 | |||||||
Net operating losses | 0.4 | 0.8 | |||||||
Effective tax rate | - | % | - | % | |||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
8. COMMITMENTS AND CONTINGENCIES: | |||||
The Company is obligated under non-cancelable operating leases for office space expiring at various dates through December 2016. The aggregate minimum future payments under these leases are approximately as follows: | |||||
Year ending December 31, | |||||
2014 | $ | 145,735 | |||
2015 | 16,200 | ||||
2016 | 16,200 | ||||
Total | $ | 178,135 | |||
The preceding data reflects existing leases through the date of this report and does not include replacements upon their expiration. In the normal course of business, operating leases are normally renewed or replaced by other leases. | |||||
Rent expense for the years ended December 31, 2013 and 2012 amounted to approximately $315,000 and $334,000, respectively. | |||||
Employment Agreements | |||||
The Company has employment agreements with its Chief Executive Officer and Chief Operating Officer through December 2013, and expects to renew similar agreements for 2014. The agreements provide for annual base salaries of varying amounts. | |||||
On May 7, 2013, the Company entered into an employment agreement with Kathleen P. Bloch to become the Company's Chief Financial Officer. Ms. Bloch's employment agreement states that she will perform the services and duties that are normally and customarily associated with this position as well as other associated duties as our Board reasonably determines. The agreement commences on May 29, 2013 and expires on May 31, 2014 and calls for an initial base salary of $200,000 payable in equal semi-monthly installments in accordance with the Company's usual practice. As a signing bonus, Ms. Bloch was also given a ten-year option to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.116 per share. This option vests in equal installments over the next two years: 500,000 options at the 12 month anniversary, and 500,000 options at 24 month anniversary of the signing of the employment agreement, provided that Ms. Bloch remains a full-time employee of the Company. | |||||
Litigation | |||||
We are from time to time subject to claims and litigation arising in the ordinary course of business. We intend to defend vigorously against any future claims and litigation. We are not currently a party to any legal proceedings. | |||||
Royalty Agreements | |||||
Pursuant to an agreement dated August 11, 2003 an existing investor agreed to make a $4 million equity investment in the Company. These amounts were received by the Company in 2003. In connection with this agreement the Company granted the investor a future royalty of 3% on all gross revenues received by the Company from the sale of its CytoSorb® device. For the years ended December 31, 2013 and 2012 the Company recorded royalty expenses of approximately $26,000 and $3,000 respectively | |||||
License Agreements | |||||
In an agreement dated September 1, 2006, the Company entered into a license agreement which provides the Company the exclusive right to use its patented technology and proprietary know how relating to adsorbent polymers for a period of 18 years. Under the terms of the agreement, the Company has agreed to pay royalties of 2.5% to 5% on the sale of certain of its products if and when those products are sold commercially for a term not greater than 18 years commencing with the first sale of such product. For the years ended December 31, 2013 and 2012 per the terms of the license agreement the Company recorded royalty expenses of approximately $21,000 and $2,600 respectively. | |||||
Warrant Agreement | |||||
As inducement to invest additional funds in the private placement of Series B Preferred Stock, additional consideration was granted to the participants of the Series B Preferred Stock offering in the event that litigation is commenced against CytoSorbents prior to June 30, 2018, claiming patent infringement on certain of the Company's issued patents. In the event this litigation arises the Company may be required to issue warrants to purchase in the aggregate up to a maximum of ten million shares of Common Stock subject to certain adjustments. Through December 31, 2013 no such litigation has arisen and due to the deemed low probability of this potential outcome, the Company has not booked a contingent liability for this agreement. | |||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
STOCKHOLDERS' EQUITY [Abstract] | ' | ||||||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||||||
9. STOCKHOLDERS' EQUITY | |||||||||||||
Preferred Stock | |||||||||||||
Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of "blank check" preferred stock, with such designation rights and preferences as may be determined from time to time by the Board of Directors. We have designated 12,000,000 shares of Series A Preferred Stock and 200,000 shares of Series B Preferred Stock as described below. Subject to the rights of the holders of the Series A and Series B Preferred Stock, our Board of Directors is empowered, without stockholder approval, to issue up to 87,800,000 additional shares of preferred stock with dividend, liquidation, conversion, voting or other rights. | |||||||||||||
10% Series A Preferred Stock | |||||||||||||
Each share of Series A Preferred Stock has a stated value of $1.00, and is convertible at the holder's option into that number of shares of Common Stock equal to the stated value of such share of Series A Preferred Stock divided by an initial conversion price of $1.25. Upon the occurrence of a stock split, stock dividend, combination of the Common Stock into a smaller number of shares, issuance of any of shares of Common Stock or other securities by reclassification of the Common Stock, merger or sale of substantially all of the Company's assets, the conversion rate will be adjusted so that the conversion rights of the Series A Preferred Stock stockholders will be equivalent to the conversion rights of the Series A Preferred Stock stockholders prior to such event. In addition, in the event the Company sells shares of Common Stock (or the equivalent thereof) at a price of less than $1.25 per share, the conversion price of the shares of Series A Preferred Stock will be reduced to such lower price. In addition, in the event the Company sells shares of Common Stock (or the equivalent thereof) at a price of less than $2.00 per share, the exercise price of the warrants issued to the holders of the Series A Preferred Stock will be reduced to such lower price. As of the "Qualified Closing" of our Series B Preferred Stock private placement in August of 2008, these investors' agreed to a modification of their rights and pricing and gave up their anti-dilution protection - see Qualified Closing description in Series B Preferred Stock section. | |||||||||||||
Pursuant to agreements with the June 30, 2006 purchasers of Series A Preferred Stock that waived rights to anti-dilution price protection upon the completion of the Series B offering, the Company reduced the conversion price for these holders of Series A Preferred Stock from $1.25 per share of Common to prices ranging from $0.10 to $0.45 per share of Common. The June 30, 2006 purchasers of Series A Preferred Stock also received reductions in their corresponding warrant exercise prices from $2.00 per share of Common Stock to exercise prices ranging from $0.40 to $0.90 per share of Common Stock. | |||||||||||||
The Series A Preferred Stock bears a dividend of 10% per annum payable quarterly, at the Company's election in cash or additional shares of Series A Preferred Stock valued at the stated value thereof; provided, however, that the Company must pay the dividend in cash if an "Event of Default" as defined in the Certificate of Designation designating the Series A Preferred Stock has occurred and is then continuing. In addition, upon an Event of Default, the dividend rate increases to 20% per annum. An Event of Default includes, but is not limited to, the following: | |||||||||||||
· | the occurrence of "Non-Registration Events"; | ||||||||||||
· | an uncured breach by the Company of any material covenant, term or condition in the Certificate of Designation or any of the related transaction documents; and | ||||||||||||
· | any money judgment or similar final process being filed against the Company for more than $100,000. | ||||||||||||
In the event of the Company's dissolution, liquidation or winding up, the holders of the Series A Preferred Stock will receive, in priority over the holders of Common Stock, a liquidation preference equal to the stated value of such shares plus accrued dividends thereon. | |||||||||||||
The Series A Preferred Stock is not redeemable at the option of the holder but may be redeemed by the Company at its option following the third anniversary of the issuance of the Series A Preferred Stock for 120% of the stated value thereof plus any accrued but unpaid dividends upon 30 days' prior written notice, during which time the Series A Preferred Stock may be converted, provided a registration statement is effective under the Securities Act with respect to the Common Stock into which such Preferred is convertible and an Event of Default is not then continuing. | |||||||||||||
Holders of Series A Preferred Stock do not have the right to vote on matters submitted to the holders of Common Stock. | |||||||||||||
The registration rights provided for in the subscription agreements entered into with the purchasers of the Series A Preferred Stock: 1) required that the Company file a registration statement with the SEC on or before 120 days from the closing to register the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the warrants, and cause such registration statement to be effective within 240 days following the closing; and 2) entitles each of these investors to liquidated damages in an amount equal to two percent (2%) of the purchase price of the Series A Preferred Stock if the Company fails to timely file that registration statement with, or have it declared effective by, the SEC. | |||||||||||||
The transaction documents entered into with the purchasers of the Series A Preferred Stock also provide for various penalties and fees for breaches or failures to comply with provisions of those documents, such as the timely payment of dividends, delivery of stock certificates upon conversion of the Series A Preferred Stock or exercise of the warrants, and obtaining and maintaining an effective registration statement with respect to the shares of Common Stock underlying the Series A Preferred Stock and warrants sold in the offering. | |||||||||||||
The Company has recorded non-cash stock dividends in connection with the issuance of Series A Preferred Stock as a stock dividend to its preferred shareholders as of December 31, 2013. Prior to February 26, 2007 and after May 7, 2007, the dividend rate is 10% per annum. Effective February 26, 2007 due to the Company's failure to have the registration statement it filed declared effective by the Commission within the time required under agreements with the June 30, 2006 purchasers of the Series A Preferred Stock (i) dividends on the shares of Series A Preferred Stock issued to those purchasers were required to be paid in cash, (ii) the dividend rate increased from 10% per annum to 20% per annum, and (iii) such purchasers were entitled to liquidated damages of 2% of their principal investment payable in cash per 30 day period until the registration statement was declared effective. In connection with such cash dividend and penalty obligations, as modified by the Settlement Agreement described below, the Company's financial statements for the year ending December 31, 2007 also reflect an aggregate charge of $361,495. On May 7, 2007 the Company's registration statement filed in connection with the Company's obligations to the June 30, 2006 purchasers of its Series A Preferred Stock was declared effective by the Commission. | |||||||||||||
Pursuant to a settlement agreement entered into in August 2007 with the June 30, 2006 purchasers of the Series A Preferred Stock, cash dividends stopped accruing on the Series A Preferred Stock effective on the date the Company's registration statement was declared effective (May 7, 2007) and all cash dividends and penalties due through that date were paid with additional shares of Series A Preferred Stock at its stated value of $1.00 per share in lieu of cash. The settlement did not result in a gain or loss on extinguishment of debt for the year ended December 31, 2007. Additionally, as part of the settlement, the dividend rate on the Series A Preferred Stock issued to these purchasers was reset to 10% effective as of May 7, 2007. | |||||||||||||
During the years ended December 31, 2013 and 2012, the Company issued 165,502 and 150,008 shares of Series A Preferred Stock respectively as payment of stock dividends at the stated value of $1.00 per share. The fair value of the non-cash stock dividends for the years ended December 31, 2013 and 2012 amounted to $16,601 and $17,482, respectively. | |||||||||||||
Determination of Stock Dividend Fair Value | |||||||||||||
Effective January 1, 2010 the Company has changed its basis for estimating the fair value of the preferred stock dividends from the underlying conversion prices of the Series A and Series B Preferred Stock, to a five day volume weighted average price of actual closing market prices for the Company's Common Stock. | |||||||||||||
Common Stock | |||||||||||||
We are authorized to issue up to 800,000,000 shares of common stock with a par value of $0.001 per share of common ("Common Stock"). | |||||||||||||
In May 2010, the Company executed a purchase agreement, or the Purchase Agreement, and a registration rights agreement, or the Registration Rights Agreement, with Lincoln Park Capital Fund, LLC ("LPC"). Under the Purchase Agreement, LPC is obligated, under certain conditions, to purchase from the Company up to $6 million of our Common Stock, from time to time over a 750 day (twenty-five (25) monthly) period. | |||||||||||||
The Company has the right, but not the obligation, to direct LPC to purchase up to $6,000,000 of its Common Stock in amounts up to $50,000 as often as every two business days under certain conditions. The Company can also accelerate the amount of its common stock to be purchased under certain circumstances. No sales of shares may occur at a purchase price below $0.10 per share or without a registration statement having been declared effective. The purchase price of the shares will be based on the market prices of our shares at the time of sale as computed under the Purchase Agreement without any fixed discount. The Company may at any time at its sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one business days' notice. | |||||||||||||
The Company issued 1,153,846 shares of our Common Stock to LPC as a commitment fee for entering into the agreement, and is obligated to issue up to an additional 1,153,846 shares pro rata as LPC purchases up to $6,000,000 of its Common Stock as directed by the Company. LPC may not assign any of its rights or obligations under the Purchase Agreement. During the years ended December 31, 2013 and 2012 the Company issued a total of 21,015,170 and 28,460,908 shares of Common Stock, which includes the commitment shares per the terms of the Purchase Agreement with LPC at an average price of approximately $0.112 and $0.129 per share of Common respectively. The fair value of the Commitment shares has been recorded as a cost of raising capital. | |||||||||||||
In December 2011, the Company terminated the Purchase Agreement and executed a new purchase agreement, or the New Purchase Agreement, and a registration rights agreement, or the New Registration Rights Agreement, with Lincoln Park Capital Fund, LLC ("LPC"). Under the New Purchase Agreement, LPC is obligated, under certain conditions, to purchase from the Company up to $8.5 million of our Common Stock, from time to time over a thirty-two (32) month) period. | |||||||||||||
The Company has the right, but not the obligation, to direct LPC to purchase up to $8,500,000 of its Common Stock in amounts up to $50,000 as often as every two business days under certain conditions. The Company can also accelerate the amount of its common stock to be purchased under certain circumstances. No sales of shares may occur at a purchase price below $0.10 per share or without a registration statement having been declared effective. The purchase price of the shares will be based on the market prices of our shares at the time of sale as computed under the Purchase Agreement without any fixed discount. The Company may at any time at its sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one business days' notice. | |||||||||||||
There was no up-front commitment fee paid to LPC for entering into the new agreement, however the Company is obligated to issue up to an additional 1,634,615 shares pro rata as LPC purchases up to $8,500,000 of its Common Stock as directed by the Company. LPC may not assign any of its rights or obligations under the Purchase Agreement. | |||||||||||||
Stock Option Plans | |||||||||||||
As of December 31, 2013, the Company had a Long Term Incentive Plan ("2006 Plan") to attract, retain, and provide incentives to employees, officers, directors, and consultants. The Plan generally provides for the granting of stock, stock options, stock appreciation rights, restricted shares, or any combination of the foregoing to eligible participants. | |||||||||||||
A total of 40,000,000 shares of common stock are reserved for issuance under the 2006 Plan. As of December 31, 2013 there were outstanding options to purchase approximately 38,469,000 shares of common stock reserved under the plan. Additionally, as of December 31, 2013 there were options to purchase approximately 9,455,000 shares of Common Stock that were issued outside of the 2006 Plan. The Company may increase the shares in the 2006 Plan as needed to maintain the pool with 15% of the shares outstanding on a fully diluted basis. | |||||||||||||
The 2006 Plan as well as grants issued outside of the Plan are administered by the Board of Directors. The Board is authorized to select from among eligible employees, directors, advisors and consultants those individuals to whom incentives are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any options granted hereunder is within the discretion of the Board. | |||||||||||||
The Plan provides that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees and non-employee directors, advisors and consultants are eligible to receive options, which are not ISOs, i.e. "Non-Qualified Options." Because the Company has not yet obtained shareholder approval of the 2006 Plan, all options granted thereunder to date are "Non-Qualified Options" and until such shareholder approval is obtained, all future options issued under the 2006 Plan will also be "Non-Qualified Options." | |||||||||||||
Stock-based Compensation | |||||||||||||
Total share-based employee, director, and consultant compensation for the years ended December 31, 2013 and 2012 amounted to approximately $456,900 and $63,100 respectively. These amounts are included in the statement of operations under the captions research and development ($112,500 and $13,200) and general and administrative ($344,400 and $49,900), respectively. | |||||||||||||
The summary of the stock option activity for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Average | Remaining | ||||||||||||
Exercise | Contractual | ||||||||||||
Shares | per Share | Life (Years) | |||||||||||
Outstanding January 1, 2012 | 39,833,438 | $ | 0.39 | 7.2 | |||||||||
Granted | 1,968,000 | $ | 0.15 | 6.9 | |||||||||
Cancelled | (4,640,000 | ) | $ | 0.14 | - | ||||||||
Expired | (190,783 | ) | $ | 34.72 | - | ||||||||
Exercised | (303,039 | ) | $ | 0.04 | - | ||||||||
Outstanding, December 31, 2012 | 36,667,616 | $ | 0.23 | 6.1 | |||||||||
Granted | 14,076,000 | $ | 0.11 | 5.5 | |||||||||
Cancelled | (2,235,000 | ) | $ | 0.12 | - | ||||||||
Expired | (28,237 | ) | $ | 7.71 | - | ||||||||
Exercised | (556,737 | ) | $ | 0.04 | - | ||||||||
Outstanding, December 31, 2013 | 47,923,642 | $ | 0.2 | 5.1 | |||||||||
The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $0.106 to $0.165 per share) and expected life of the stock option (ranging from 5 to 10 years), the current price of the underlying stock and its expected volatility (approximately 28 percent), expected dividends (-0- percent) on the stock and the risk free interest rate (.75 to 1.89 percent) for the term of the stock option. | |||||||||||||
The weighted-average grant date fair value for options granted during the years ended December 31, 2013 and 2012 amounted to approximately $0.03 and $0.04 per share, respectively. As of December 31, 2013 the Company's outstanding options had exercise prices ranging from $0.04 to $21.57 per share of Common Stock. | |||||||||||||
At December 31, 2013, the aggregate intrinsic value of options outstanding and options currently exercisable amounted to approximately $1,194,000. As of December 31, 2013, the Company had options currently exercisable into an aggregate total of 34,505,642 shares of common stock which have a weighted average exercise price of $0.23 per share. | |||||||||||||
The summary of the status of the Company's non-vested options for the year ended December 31, 2013 is as follows: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Grant | |||||||||||||
Date | |||||||||||||
Shares | Fair | ||||||||||||
Value | |||||||||||||
Non-vested, December 31, 2012 | 7,394,000 | $ | 0.05 | ||||||||||
Granted | 14,076,000 | 0.035 | |||||||||||
Cancelled | (2,035,000 | ) | 0.056 | ||||||||||
Vested | (6,017,000 | ) | 0.048 | ||||||||||
Non-vested, December 31, 2013 | 13,418,000 | $ | 0.034 | ||||||||||
As of December 31, 2013, there was approximately $86,000 of total unrecognized compensation cost related to stock options. In 2013, the Board of Directors has set aside a pool of 9,544,000 options to be awarded to the Company's employees if the Company achieves certain specific, predetermined milestones. The grant date fair value of the 9,544,000 options was $263,650. Management has calculated the expense associated with options estimated to be awarded and has included the expense of $141,825 in the 2013 financial statements. The Company will adjust this estimate to actual when the awards are finalized and approved by the Board of Directors. | |||||||||||||
The Company has reserved a separate pool of 15.6 million shares of restricted stock that may be issued to employees and directors as part of a long term incentive plan tied to corporate objectives. | |||||||||||||
As of December 31, 2013, the Company has the following warrants to purchase common stock outstanding: | |||||||||||||
Number of Shares | Warrant Exercise | Warrant | |||||||||||
To be Purchased | Price per Share | Expiration Date | |||||||||||
397,825 | $ | 0.0362 | 30-Sep-14 | ||||||||||
1,750,000 | $ | 0.1 | 16-Aug-15 | ||||||||||
1,600,000 | $ | 0.125 | 16-Aug-15 | ||||||||||
1,333,333 | $ | 0.15 | 16-Aug-15 | ||||||||||
490,000 | $ | 0.1 | 22-Oct-15 | ||||||||||
196,000 | $ | 0.125 | 22-Oct-15 | ||||||||||
163,333 | $ | 0.15 | 22-Oct-15 | ||||||||||
625,000 | $ | 0.1 | 2-Nov-15 | ||||||||||
250,000 | $ | 0.125 | 2-Nov-15 | ||||||||||
208,334 | $ | 0.15 | 2-Nov-15 | ||||||||||
500,000 | $ | 0.1 | 19-Nov-15 | ||||||||||
200,000 | $ | 0.125 | 19-Nov-15 | ||||||||||
166,667 | $ | 0.15 | 19-Nov-15 | ||||||||||
5,000,000 | $ | 0.1 | 15-Feb-16 | ||||||||||
2,200,000 | $ | 0.125 | 15-Feb-16 | ||||||||||
1,833,333 | $ | 0.15 | 15-Feb-16 | ||||||||||
240,125 | $ | 1.25 | 24-Oct-16 | ||||||||||
1,166,667 | $ | 0.175 | 15-Feb-17 | ||||||||||
4,392,000 | $ | 0.15 | 21-Jun-18 | ||||||||||
3,725,000 | $ | 0.126 | 30-Sep-18 | ||||||||||
26,437,617 | |||||||||||||
REDEEMABLE_SERIES_B_CONVERTIBL
REDEEMABLE SERIES B CONVERTIBLE PREFERRED STOCK | 12 Months Ended | ||
Dec. 31, 2013 | |||
REDEEMABLE SERIES B CONVERTIBLE PREFERRED STOCK [Abstract] | ' | ||
REDEEMABLE SERIES B CONVERTIBLE PREFERRED STOCK | ' | ||
10. REDEEMABLE SERIES B CONVERTIBLE PREFERRED STOCK | |||
10 % Series B Cumulative Convertible Preferred Stock | |||
Each share of Series B Preferred Stock has a stated value of $100.00, and is convertible at the holder's option into that number of shares of Common Stock equal to the stated value of such share of Series B Preferred Stock divided by an initial conversion price of $0.035, subject to certain adjustments. Additionally, upon the occurrence of a stock split, stock dividend, combination of the Common Stock into a smaller number of shares, issuance of any of shares of Common Stock or other securities by reclassification of the Common Stock, merger or sale of substantially all of the Company's assets, the conversion rate will be adjusted so that the conversion rights of the Series B Preferred Stock stockholders will be equivalent to the conversion rights of the Series B Preferred Stock stockholders prior to such event. | |||
The Series B Preferred Stock bears a dividend of 10% per annum payable quarterly; provided, that if an "Event of Default" as defined in the Certificate of Designation designating the Series B Preferred Stock has occurred and is then continuing, the dividend rate increases to 20% per annum. An Event of Default includes, but is not limited to, the following: | |||
· | the occurrence of "Non-Registration Events"; | ||
· | an uncured breach by the Company of any material covenant, term or condition in the Certificate of Designation or any of the related transaction documents; and | ||
· | any money judgment or similar final process being filed against the Company for more than $100,000. | ||
Dividends on the Series B Preferred Stock will be made in additional shares of Series B Preferred Stock, valued at the stated value thereof. Notwithstanding the foregoing, during the first three-years following the initial closing, upon the approval of the holders of a majority of the Series B Preferred Stock, including the lead investor, NJTC Investment Fund, LP ("NJTC"), if it then owns 25% of the shares of Series B Preferred Stock initially purchased by it (the "Required Amount"), the Company may pay dividends in cash instead of additional shares of Series B Preferred Stock, and after such three-year period, the holders of a majority of the Series B Preferred Stock, including NJTC if it then owns the Required Amount, may require that such payments be made in cash. | |||
In the event of the Company's dissolution, liquidation or winding up, the holders of the Series B Preferred Stock will receive, in priority over the holders of Series A Preferred Stock and Common Stock, a liquidation preference equal to the stated value of such shares plus accrued dividends thereon. | |||
Holders of Series B Preferred Stock have the right to vote on matters submitted to the holders of Common Stock on an as converted basis. | |||
Following the fifth anniversary of the initial closing, the holders of a majority of the Series B Preferred Stock, including NJTC (if it then holds 25% of the shares of Series B Preferred Stock initially purchased by it) may elect to require the Company to redeem all (but not less than all) of their shares of Series B Preferred Stock at the original purchase price for such shares plus all accrued and unpaid dividends whether or not declared, provided the market price of the Company's Common Stock is then below the conversion price of the Series B Preferred Stock. | |||
Pursuant to the Certificate of Designation designating the Series B Preferred Stock, for so long as NJTC holds the Required Amount, NJTC is entitled to elect (i) two directors to the Company's Board of Directors, which shall initially consist of six members, and (ii) two members to the Company's compensation committee, which shall consist of at least three members. Within twelve months following the initial closing, the Company agreed to reduce the number of Directors on the Company's Board of Directors to five members. Following the initial closing, two affiliates of NJTC joined the Company's Board of Directors and compensation committee pursuant to the foregoing provision. | |||
The transaction documents entered into with the purchasers of the Series B Preferred Stock also provide for various penalties and fees for breaches or failures to comply with provisions of those documents, such as the timely payment of dividends, delivery of stock certificates upon conversion of the Series B Preferred Stock or exercise of the warrants, and obtaining and maintaining an effective registration statement with respect to the shares of Common Stock underlying the Series B Preferred Stock and warrants sold in the offering. | |||
In accordance with accounting standards governing debt with conversion and other options, the Company allocates the proceeds associated with the issuance of preferred stock based on the relative fair value of the preferred stock and warrants. Additionally, the Company evaluates if the embedded conversion option results in a beneficial conversion feature by comparing the relative fair value allocated to the preferred stock to the market value of the underlying common stock subject to conversion. The value assigned to the warrants resulting from the relative fair value calculation as well as the value of the beneficial conversion feature is recorded as a preferred stock dividend and is presented in the consolidated statements of operations. In addition, the Company considers the guidance of accounting for derivative financial instruments indexed to, and potentially settled in, a company's own common stock, and accounting for derivative instruments and hedging activities and concluded that the conversion feature embedded in the preferred stock only provides for physical settlement and there are no net settlement features. Accordingly, the Company has concluded that the conversion feature is not considered a derivative. | |||
During the years ended December 31, 2013 and 2012, the Company issued 7,461.55 and 6,780.79 shares of Series B Preferred Stock respectively as payment of stock dividends at the stated value of $100.00 per share. The fair value of the non-cash stock dividends for the years ended December 31, 2013 and 2012 amounted to $2,378,919 and $2,493,930, respectively. | |||
Determination of Stock Dividend Fair Value | |||
Effective January 1, 2010 the Company has changed its basis for estimating the fair value of the preferred stock dividends from the underlying conversion prices of the Series A and Series B Preferred Stock, to a five day volume weighted average price of actual closing market prices for the Company's Common Stock. | |||
As the redemption events described above were not solely within the Company's control, all shares of redeemable convertible Series B preferred stock were presented outside of permanent equity. | |||
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2013 | |
NET LOSS PER SHARE [Abstract] | ' |
NET LOSS PER SHARE | ' |
11. NET LOSS PER SHARE | |
Basic earnings per share and diluted earnings per share for the years ended December 31, 2013 and 2012 have been computed by dividing the net loss for each respective period by the weighted average number of shares outstanding during that period. All outstanding warrants and options representing approximately 74,361,000 and 59,135,000 incremental shares at December 31, 2013 and 2012, respectively, as well as shares issuable upon conversion of Series A & B Convertible Preferred Stock representing 220,693,000 and 200,485,000 incremental shares at December 31, 2013 and 2012, respectively, as well as potential shares issuable upon Promissory Note conversion into Common Stock representing approximately 16,234,000 and 11,050,000 shares at December 31, 2013 and 2012, respectively, and have been excluded from the computation of diluted loss per share as they are anti-dilutive. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
12. SUBSEQUENT EVENTS | |
The Company has evaluated subsequent events occurring after the balance sheet date which include the following: | |
On March 7, 2014, the Company entered into subscription agreements with certain investors providing for the issuance and sale by the Company (the "Offering") of 40,800,000 units (the "Units") for an aggregate purchase price of $10,200,000. Each Unit is comprised of one share of the Company's common stock, priced at $0.25 per share, par value $0.001 per share and a warrant to purchase 0.50 shares of common stock at an exercise price of $0.3125 per share. The warrants are convertible into a total of 20,400,000 shares of common stock. Each warrant is exercisable for a period of five (5) years beginning on March 11, 2014, the date of the closing of the sale of these securities, and are only exercisable for cash if at the time of exercise there is an effective registration statement registering the warrants and shares underlying the warrants. | |
The Company received net proceeds from the Offering of approximately $9,451,000 million. The net proceeds received by the Company from the Offering will be used for building additional sales and marketing infrastructure, clinical studies, working capital and general corporate purposes. | |
The Company conducted the Offering pursuant to a registration statement on Form S-1 (File No. 333-193053) which was declared effective by the Securities and Exchange Commission on February 14, 2014 and an additional registration statement on Form S-1 (File No. 333-194394) to register an additional amount of securities having a proposed maximum aggregate offering price of $2,762,500, which increased the total registered amount to $16,575,000 assuming the full cash exercise of the warrants for cash. The Company filed a final prospectus on March 7, 2014, disclosing the final terms of the Offering. | |
In connection with the Offering, on March 7, 2014, the Company entered into a placement agency agreement with Brean Capital, LLC pursuant to which the placement agent agreed to act as the Company's exclusive placement agent for the Offering and sale of the Units. | |
In connection with the successful completion of the Offering, the placement agent received an aggregate cash placement agent fee equal to 6% of the gross proceeds of the sale of the Units in the Offering and a warrant to purchase 1,224,000 shares of Common Stock at an exercise price of $0.30 per share exercisable for five years from the effective date of the placement agency agreement. The placement agent warrant contains piggy-back registration rights which expire on the fifth anniversary of the effective date of the registration statement. We have also agreed to reimburse the placement agent for actual out-of-pocket expenses up to a maximum of 2% of gross proceeds from the transaction. We also granted the placement agent a right of first refusal to participate in any subsequent offering or placement of our securities that takes place within twelve months following the effective date of the registration statement. | |
To date, in 2014, the Company received approximately $300,000 as proceeds from the sale of 2,425,709 shares of Common Stock per the terms of the Purchase Agreement with Lincoln Park Capital at an average price of approximately $0.124 per share of Common Stock. Per the terms of the Purchase Agreement the Company also issued an additional 57,690 shares of Common Stock as additional Commitment Fee shares. | |
In January, 2014, in connection with a settlement of a dispute over funds due in connection with a financial transaction, we paid $100,000 to a former Consultant to the Company. Both parties to the settlement, the Company and the Consultant, have agreed to discharge the other party from any and all claims, demands, actions, or other and expenses that each may have ever had against each other. This $100,000 charge to Additional paid-in capital was included in the December 31, 2013 financial statements. | |
As an approved participant of the Technology Business Tax Certificate Transfer Program sponsored by the New Jersey Economic Development Authority, in February 2014 the Company received $458,279 from the sale of our prior unused net operating loss carryovers. | |
PRINCIPAL_BUSINESS_ACTIVITY_AN1
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Nature of Business | ' |
Nature of Business | |
The Company, through its subsidiary, is engaged in the research, development and commercialization of medical devices with its platform blood purification technology incorporating a proprietary adsorbent polymer technology. The Company, through its European Subsidiary, has commenced initial sales and marketing related operations for the CytoSorb® device in the European Union. The Company is focused on developing this technology for multiple applications in the medical field, specifically to provide improved blood purification for the treatment of acute and chronic health complications associated with blood toxicity. In March 2011, the Company received CE Mark approval for its CytoSorb ® device. As of December 31, 2013, the Company had only limited commercial operations and, accordingly, is in the development stage. The Company has yet to generate any significant revenue and has no assurance of future revenue. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Parent, CytoSorbents Corporation, and its wholly-owned subsidiaries, CytoSorbents, Inc. and CytoSorbents Europe GmbH. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Development Stage Corporation | ' |
Development Stage Corporation | |
The accompanying consolidated financial statements have been prepared in accordance with the provisions of accounting and reporting by development stage enterprises. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. | |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable are unsecured, non-interest bearing customer obligations due under normal trade terms. The Company sells its devices to various hospitals and distributors. The Company performs ongoing credit evaluations of customers' financial condition. Management reviews accounts receivable periodically to determine collectability. Balances that are determined to be uncollectible are written off to the allowance for doubtful accounts. The allowance for doubtful accounts contains a general accrual for estimated bad debts and had a balance of zero at December 31, 2013 and December 31, 2012. | |
Inventories | ' |
Inventories | |
Inventories are valued at the lower of cost or market. At December 31, 2013 and December 31, 2012 the Company's inventory was comprised of finished goods, which amounted to $107,098 and $438,790, respectively, work in process which amounted to $100,528 and $194,880, respectively and raw materials which amounted to $37,982 and $48,702, respectively. Devices used in clinical trials or for research and development purposes are removed from inventory and charged to research and development expenses at the time of their use. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of their economic useful lives or the term of the related leases. Gains and losses on depreciable assets retired or sold are recognized in the statements of operations in the year of disposal. Repairs and maintenance expenditures are expensed as incurred. | |
Patents | ' |
Patents | |
Legal costs incurred to establish and successfully defend patents are capitalized. When patents are issued, capitalized costs are amortized on the straight-line method over the related patent term. In the event a patent is abandoned, the net book value of the patent is written off. | |
Impairment or Disposal of Long-Lived Assets | ' |
Impairment or Disposal of Long-Lived Assets | |
The Company assesses the impairment of patents and other long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. | |
Revenue Recognition | ' |
Revenue Recognition | |
Product Sales: Revenues from sales of products are recognized at the time of delivery when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds and completion of all performance obligations. | |
Grant Revenue: Revenue from grant income is based on contractual agreements. Certain agreements provide for reimbursement of costs, while other agreements provide for reimbursement of costs and an overhead margin. Revenues are recognized when milestones have been achieved and revenues have been earned. Costs are recorded as incurred. Costs subject to reimbursement by these grants have been reflected as costs of revenue. | |
Deferred Revenue: The Company defers revenue that has been received but not yet earned on government contracts. This revenue will be recognized as income in the period in which the revenue is earned. All deferred revenue is expected to be earned within a one year of the balance sheet date. | |
Research and Development | ' |
Research and Development | |
All research and development costs, payments to laboratories and research consultants are expensed when incurred. | |
Advertising Expenses | ' |
Advertising Expenses | |
Advertising costs are charged to activities when incurred. Advertising expense amounted to approximately $269,000 and $23,000 in 2013 and 2012, respectively, and is included in selling, general, and administrative expenses on the consolidated statement of operations. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for under the asset and liability method prescribed by accounting standards for accounting for income taxes. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or the entire deferred tax asset will not be realized. Under Section 382 of the Internal Revenue Code the net operating losses generated prior to the reverse merger may be limited due to the change in ownership. Additionally, net operating losses generated subsequent to the reverse merger may be limited in the event of changes in ownership. | |
The Company follows the accounting standards associated with uncertain tax provisions. The Company had no unrecognized tax benefits at December 31, 2013 or 2012. The Company files tax returns in the U.S. federal and state jurisdictions. The Company currently has no open years prior to December 31, 2010 and has no income tax related penalties or interest for the periods presented in these financial statements. | |
Our European subsidiary, CytoSorbents Europe GmbH annually files a corporate tax return, VAT return, and a trade tax return in Germany. | |
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 and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Significant estimates in these financials are the valuation of options granted and the valuation of preferred shares issued as stock dividends. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions in an effort to minimize its collection risk of these balances. | |
As of December 31, 2013, a U.S. Government agency accounted for approximately 66 percent of outstanding accounts receivable. At December 31, 2012, grant and accounts receivable consisted of direct hospital customers who in the aggregate represented 100% of outstanding accounts receivable, each of whom individually had more than 10 percent of outstanding accounts receivable. For the year ended December 31, 2013, approximately 62 percent of revenues were from two U.S. government agencies, and no other agency, distributor, or direct customer represented more than 10% of the Company's revenue. For the year ended December 31, 2012, approximately 81 percent of revenue was from a U.S. government grant agency. | |
Financial Instruments | ' |
Financial Instruments | |
The carrying values of cash and cash equivalents, accounts payable and other debt obligations approximate their fair values due to their short-term nature. | |
Net Loss Per Common Share | ' |
Net Loss per Common Share | |
Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. (See Note 11). | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company accounts for its stock-based compensation under the recognition requirements of accounting standards for accounting for stock-based compensation, for employees and directors whereby each option granted is valued at fair market value on the date of grant. Under these accounting standards, the fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. | |
The Company also follows the guidance of accounting standards for accounting for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services for equity instruments issued to consultants. | |
Effects of Recent Accounting Pronouncements | ' |
Effects of Recent Accounting Pronouncements | |
There have been no recently issued accounting standards which would have an impact on the Company's financial statements. | |
Shipping and Handling Costs | ' |
Shipping and Handling Costs | |
The Company records shipping and handling costs in Research and Development. Total freight costs amounted to approximately $33,000 and $65,000 for the years ended December 31, 2013 and 2012 respectively. |
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | ' | ||||||||||
Schedule of Property and Equipment, Net | ' | ||||||||||
Property and equipment - net, consists of the following: | |||||||||||
Depreciation/ | |||||||||||
Amortization | |||||||||||
December 31, | 2013 | 2012 | Period | ||||||||
Furniture and fixtures | $ | 130,716 | $ | 130,015 | 7 years | ||||||
Equipment and computers | 1,952,051 | 1,921,845 | 3 to 7 years | ||||||||
Leasehold improvements | 462,980 | 462,980 | Term of lease | ||||||||
2,545,747 | 2,514,840 | ||||||||||
Less accumulated depreciation and amortization | 2,401,354 | 2,369,240 | |||||||||
Property and Equipment, Net | $ | 144,393 | $ | 145,600 |
OTHER_ASSETS_Tables
OTHER ASSETS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
OTHER ASSETS [Abstract] | ' | ||||||||||||||||
Schedule of Other Assets | ' | ||||||||||||||||
Other assets consist of the following: | |||||||||||||||||
December 31, | 2013 | 2012 | |||||||||||||||
Intangible assets, net | $ | 360,481 | $ | 207,267 | |||||||||||||
Security deposits | 53,894 | 46,953 | |||||||||||||||
Total | $ | 414,375 | $ | 254,220 | |||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||
December 31, | 2013 | 2012 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Patents | $ | 492,631 | $ | 132,150 | $ | 314,958 | $ | 107,691 | |||||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ||||||||
Schedule of Accounts Payable and Accrued Expenses | ' | ||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
2013 | 2012 | ||||||||
Other payable | $ | 351,435 | $ | 364,285 | |||||
Legal, financial and consulting | 364,599 | 177,797 | |||||||
Research and development | 432,183 | 608,429 | |||||||
$ | 1,148,217 | $ | 1,150,511 | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
A reconciliation of the Federal statutory rate to the Company's effective tax rate for the years ended December 31, 2013 and December 31, 2012 is as follows: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | (34.0 | )% | (34.0 | )% | |||||
Decrease resulting from: | |||||||||
Non-deductible expenses | 2.9 | 4.4 | |||||||
Timing differences | 0.9 | - | |||||||
Change in valuation allowance | 29.8 | 28.8 | |||||||
Net operating losses | 0.4 | 0.8 | |||||||
Effective tax rate | - | % | - | % | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||
Schedule of Future Minimum Payments Under Operating Leases | ' | ||||
The aggregate minimum future payments under these leases are approximately as follows: | |||||
Year ending December 31, | |||||
2014 | $ | 145,735 | |||
2015 | 16,200 | ||||
2016 | 16,200 | ||||
Total | $ | 178,135 | |||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
STOCKHOLDERS' EQUITY [Abstract] | ' | ||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||
The summary of the stock option activity for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Average | Remaining | ||||||||||||
Exercise | Contractual | ||||||||||||
Shares | per Share | Life (Years) | |||||||||||
Outstanding January 1, 2012 | 39,833,438 | $ | 0.39 | 7.2 | |||||||||
Granted | 1,968,000 | $ | 0.15 | 6.9 | |||||||||
Cancelled | (4,640,000 | ) | $ | 0.14 | - | ||||||||
Expired | (190,783 | ) | $ | 34.72 | - | ||||||||
Exercised | (303,039 | ) | $ | 0.04 | - | ||||||||
Outstanding, December 31, 2012 | 36,667,616 | $ | 0.23 | 6.1 | |||||||||
Granted | 14,076,000 | $ | 0.11 | 5.5 | |||||||||
Cancelled | (2,235,000 | ) | $ | 0.12 | - | ||||||||
Expired | (28,237 | ) | $ | 7.71 | - | ||||||||
Exercised | (556,737 | ) | $ | 0.04 | - | ||||||||
Outstanding, December 31, 2013 | 47,923,642 | $ | 0.2 | 5.1 | |||||||||
Summary of Status of Non-Vested Options | ' | ||||||||||||
The summary of the status of the Company's non-vested options for the year ended December 31, 2013 is as follows: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Grant | |||||||||||||
Date | |||||||||||||
Shares | Fair | ||||||||||||
Value | |||||||||||||
Non-vested, December 31, 2012 | 7,394,000 | $ | 0.05 | ||||||||||
Granted | 14,076,000 | 0.035 | |||||||||||
Cancelled | (2,035,000 | ) | 0.056 | ||||||||||
Vested | (6,017,000 | ) | 0.048 | ||||||||||
Non-vested, December 31, 2013 | 13,418,000 | $ | 0.034 | ||||||||||
Warrants to Purchase Common Stock | ' | ||||||||||||
As of December 31, 2013, the Company has the following warrants to purchase common stock outstanding: | |||||||||||||
Number of Shares | Warrant Exercise | Warrant | |||||||||||
To be Purchased | Price per Share | Expiration Date | |||||||||||
397,825 | $ | 0.0362 | 30-Sep-14 | ||||||||||
1,750,000 | $ | 0.1 | 16-Aug-15 | ||||||||||
1,600,000 | $ | 0.125 | 16-Aug-15 | ||||||||||
1,333,333 | $ | 0.15 | 16-Aug-15 | ||||||||||
490,000 | $ | 0.1 | 22-Oct-15 | ||||||||||
196,000 | $ | 0.125 | 22-Oct-15 | ||||||||||
163,333 | $ | 0.15 | 22-Oct-15 | ||||||||||
625,000 | $ | 0.1 | 2-Nov-15 | ||||||||||
250,000 | $ | 0.125 | 2-Nov-15 | ||||||||||
208,334 | $ | 0.15 | 2-Nov-15 | ||||||||||
500,000 | $ | 0.1 | 19-Nov-15 | ||||||||||
200,000 | $ | 0.125 | 19-Nov-15 | ||||||||||
166,667 | $ | 0.15 | 19-Nov-15 | ||||||||||
5,000,000 | $ | 0.1 | 15-Feb-16 | ||||||||||
2,200,000 | $ | 0.125 | 15-Feb-16 | ||||||||||
1,833,333 | $ | 0.15 | 15-Feb-16 | ||||||||||
240,125 | $ | 1.25 | 24-Oct-16 | ||||||||||
1,166,667 | $ | 0.175 | 15-Feb-17 | ||||||||||
4,392,000 | $ | 0.15 | 21-Jun-18 | ||||||||||
3,725,000 | $ | 0.126 | 30-Sep-18 | ||||||||||
26,437,617 | |||||||||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
BASIS OF PRESENTATION [Abstract] | ' | ' |
Deficit accumulated during the development stage | $105,805,775 | $98,732,460 |
Number of patents issued | 32 | ' |
PRINCIPAL_BUSINESS_ACTIVITY_AN2
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | ' | ' |
Inventory of finished goods | $107,098 | $438,790 |
Inventory of work in progress | 100,528 | 194,880 |
Inventory of raw materials | 37,982 | 48,702 |
Accounts receivable, allowance for doubtful accounts | 0 | 0 |
Advertising | 269,000 | 23,000 |
Freight costs | $33,000 | $65,000 |
Accounts receivable [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 66.00% | 100.00% |
Revenue [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 62.00% | 81.00% |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) (USD $) | 12 Months Ended | 203 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $2,545,747 | $2,514,840 | $2,545,747 |
Less accumulated depreciation and amortization | 2,401,354 | 2,369,240 | 2,401,354 |
Property and Equipment, Net | 144,393 | 145,600 | 144,393 |
Depreciation expenses | 39,891 | 29,316 | 2,460,678 |
Furniture and fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 130,716 | 130,015 | 130,716 |
Depreciation/Amortization Period | '7 years | ' | ' |
Equipment and computers [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 1,952,051 | 1,921,845 | 1,952,051 |
Equipment and computers [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation/Amortization Period | '3 years | ' | ' |
Equipment and computers [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation/Amortization Period | '7 years | ' | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $462,980 | $462,980 | $462,980 |
Depreciation/Amortization Period, description | ' | ' | ' |
Term of lease |
OTHER_ASSETS_Schedule_of_Other
OTHER ASSETS (Schedule of Other Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
OTHER ASSETS [Abstract] | ' | ' |
Intangible assets, net | $360,481 | $207,267 |
Security deposits | 53,894 | 46,953 |
Total | $414,375 | $254,220 |
OTHER_ASSETS_Schedule_of_Intan
OTHER ASSETS (Schedule of Intangible Assets) (Details) (Patents [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Amount | $492,631 | $314,958 |
Accumulated Amortization | $132,150 | $107,691 |
OTHER_ASSETS_Narrative_Details
OTHER ASSETS (Narrative) (Details) (USD $) | 12 Months Ended | 203 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
OTHER ASSETS [Abstract] | ' | ' | ' |
Amortization expense | $24,459 | $25,289 | $132,150 |
2014 | 25,000 | ' | 25,000 |
2015 | 25,000 | ' | 25,000 |
2016 | 25,000 | ' | 25,000 |
2017 | 25,000 | ' | 25,000 |
2018 | $25,000 | ' | $25,000 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ' |
Other payable | $351,435 | $364,285 |
Legal, financial and consulting | 364,599 | 177,797 |
Research and development | 432,183 | 608,429 |
Accounts Payable and Accrued Expenses | $1,148,217 | $1,150,511 |
CONVERTIBLE_NOTES_Details
CONVERTIBLE NOTES (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 203 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Jun. 21, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Jan. 21, 1997 | Mar. 07, 2014 | Feb. 29, 2012 | Feb. 29, 2012 | Feb. 29, 2012 | |
Subsequent Event [Member] | Coverage Calculation, $0.15 Exercise Price [Member] | Coverage Calculation, $0.175 Exercise Price [Member] | February 2012 Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory notes, aggregate principal amount | $1,098,000 | $745,000 | $1,511,883 | $612,300 | $1,511,883 | ' | ' | ' | ' | ' | $700,000 |
Promissory note, maturity period | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note, interest rate | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Promissory note, convertible, conversion price per share | $0.13 | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 |
Aggregate debt or equity financing amount | ' | ' | 750,000 | ' | 750,000 | ' | ' | ' | ' | ' | 750,000 |
Percentage of principal amount used to calculate shares of common stock for warrant coverage | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' |
Exercise price of warrant | $0.15 | $0.10 | ' | ' | ' | ' | ' | ' | $0.15 | $0.18 | ' |
Fair value of warrants | ' | ' | 171,012 | 38,788 | 171,012 | ' | ' | ' | ' | ' | ' |
Debt instrument, beneficial conversion feature | ' | ' | 160,105 | 48,912 | ' | ' | ' | ' | ' | ' | ' |
Convertible notes payable | ' | ' | 1,644,000 | 926,000 | 1,644,000 | ' | ' | ' | ' | ' | ' |
Debt discount to be amortized | ' | ' | 199,000 | 179,000 | 199,000 | ' | ' | ' | ' | ' | ' |
Convertible notes amount converted | ' | ' | 1,226,042 | ' | 13,175,491 | ' | ' | ' | ' | ' | ' |
Interest rate | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Common shares issued in exchange for convertible notes | 8,784,000 | ' | ' | 9,739,912 | ' | ' | ' | 20,400,000 | ' | ' | ' |
Interest expense | ' | ' | ' | 235,762 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Value | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Proceeds from borrowings | ' | ' | 1,843,000 | 700,000 | 13,731,881 | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | 605,312 | 476,093 | 605,312 | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | $2,183,030 | $1,729,344 | $2,183,030 | $1,186,653 | ' | ' | ' | ' | ' |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | ' | ' |
Tax losses | ($3,300,000) | ($3,100,000) |
Proceeds from the sale of prior unused net operating loss carryovers | 458,000 | 392,000 |
Federal [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Net operating loss carry forwards | 24,063,000 | ' |
Expiration of operating loss carry forwards | 31-Dec-33 | ' |
New Jersey [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Net operating loss carry forwards | $3,000,000 | ' |
Expiration of operating loss carry forwards | 31-Dec-33 | ' |
INCOME_TAXES_Schedule_of_Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Federal statutory rate | -34.00% | -34.00% |
Non-deductable expenses | 2.90% | 4.40% |
Timing differences | 0.90% | ' |
Change in valuation allowance | 29.80% | 28.80% |
Net operating losses | 0.40% | 0.80% |
Effective tax rate | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | 7-May-13 | 7-May-13 | 7-May-13 | Aug. 11, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 01, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Chief Financial Officer [Member] | Chief Financial Officer [Member] | Chief Financial Officer [Member] | Royalty Agreements [Member] | Royalty Agreements [Member] | Royalty Agreements [Member] | License Agreement [Member] | License Agreement [Member] | License Agreement [Member] | Patent Infringements [Member] | |||
Installment One [Member] | Installment Two [Member] | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expenses | $315,000 | $334,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investment by an existing investor | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' |
Future royalty payment percentage on gross gross revenue | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' |
Royalty cost | ' | ' | ' | ' | ' | ' | 26,000 | 3,000 | ' | 21,000 | 2,600 | ' |
Term of License Agreement | ' | ' | ' | ' | ' | ' | ' | ' | '18 years | ' | ' | ' |
Royalty rate, lower limit | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' |
Royalty rate, upper limit | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' |
Litigation commencement date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
30-Jun-18 | ||||||||||||
Number of warrants to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Option to purchase | ' | ' | 1,000,000 | 500,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Management services agreement, payment | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per stock option | ' | ' | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Payments Under Operating Leases) (Details) (USD $) | Dec. 31, 2013 |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
2014 | $145,735 |
2015 | 16,200 |
2016 | 16,200 |
Total | $178,135 |
STOCKHOLDERS_EQUITY_Narrative_
STOCKHOLDERS' EQUITY (Narrative) (Details) (USD $) | 12 Months Ended | 203 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 203 Months Ended | 12 Months Ended | 203 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 07, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | |
2006 Stock Option Plan [Member] | Maximum [Member] | Minimum [Member] | Research and development [Member] | Research and development [Member] | General and administrative [Member] | General and administrative [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Preferred Stock A [Member] | Preferred Stock A [Member] | Preferred Stock A [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||
Maximum [Member] | Lincoln Park Capital Fund, LLC [Member] | Event of Default [Member] | ||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares authorized | 100,000,000 | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | 12,000,000 | 12,000,000 | ' | ' | ' | ' | ' |
Preferred stock dividend | $2,395,520 | $2,511,412 | ' | ' | ' | ' | ' | $13,317,555 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, additional shares available for issuance | 87,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | ' | ' | ' | ' |
Preferred stock, par value | $1 | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100 | ' | ' | $100 | ' |
Preferred stock, dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,601 | 17,482 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares reserved for future issuance | 15,600,000 | ' | ' | ' | ' | ' | ' | 15,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold amount of judgement loss that triggers default status | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Issuance of shares of stock as a dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,502 | 150,008 | ' | 7,461.55 | 6,780.79 | ' | ' | ' |
Fair value of stock dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,378,919 | 2,493,930 | ' | ' | ' |
Common Stock, shares authorized | 800,000,000 | 800,000,000 | ' | ' | ' | ' | ' | 800,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preferred shares converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 3,003 | 9,558,112 | 198.27 | 140.87 | ' | 22,774.45 | ' |
Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.17 | $0.11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility rate | 28.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividends | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate, minimum | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate, maximum | 1.89% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of options outstanding and exercisable | 1,194,000 | ' | ' | ' | ' | ' | ' | 1,194,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to stock option | 86,000 | ' | ' | ' | ' | ' | ' | 86,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested options expected to vest | 9,544,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair value of these unvested options | 263,650 | ' | ' | ' | ' | ' | ' | 263,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes to common share | 1,226,042 | ' | ' | ' | ' | ' | ' | 13,175,491 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issued in exchange for convertible notes | 1,634,615 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement, amount of shares | 8,500,000 | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for purchase of common stock under agreement | '32 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of shares that can be sold as often as every two business days | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance price of common stock per share | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.11 | $0.13 | ' | $0.10 | $0.30 | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business days in which up to $50,000 amount of stock can be sold | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,021,262 | 28,460,908 | 17,335,942 | 7,174,186 | ' | ' | 240,929 | 21,015,170 | 28,460,908 | 1,153,846 | ' | ' | 2,425,709 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,451,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for commitment fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares to be purchased | 26,437,617 | ' | ' | ' | ' | ' | ' | 26,437,617 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average fair value of options granted | $0.03 | $0.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price, lower limit | $0.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price, upper limit | $21.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable | 34,505,642 | ' | ' | ' | ' | ' | ' | 34,505,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable - weighted average exercise price | $0.23 | ' | ' | ' | ' | ' | ' | $0.23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | 38,469,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares called by options | ' | ' | ' | ' | ' | ' | ' | ' | 9,455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares that are fully diluted. | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $456,900 | $63,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $112,500 | $13,200 | $344,400 | $49,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,690 | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Summary_of
STOCKHOLDERS' EQUITY (Summary of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | ' | ' |
Outstanding, beginning balance | 36,667,616 | 39,833,438 |
Granted | 14,076,000 | 1,968,000 |
Cancelled | -2,235,000 | -4,640,000 |
Expired | -28,237 | -190,783 |
Exercised | -556,737 | -303,039 |
Outstanding, ending balance | 47,923,642 | 36,667,616 |
Weighted Average Exercise Price per Share | ' | ' |
Outstanding, beginning balance | $0.23 | $0.39 |
Granted | $0.11 | $0.15 |
Cancelled | $0.12 | $0.14 |
Expired | $7.71 | $34.72 |
Exercised | $0.04 | $0.04 |
Outstanding, ending balance | $0.20 | $0.23 |
Weighted Average Remaining Contractual Life (Years) | ' | ' |
Outstanding, beginning balance | '6 years 1 month 6 days | '7 years 2 months 12 days |
Granted | '5 years 6 months | '6 years 10 months 24 days |
Outstanding, ending balance | '5 years 1 month 6 days | '6 years 1 month 6 days |
STOCKHOLDERS_EQUITY_Summary_of1
STOCKHOLDERS' EQUITY (Summary of Status of Non-Vested Options) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Shares | ' |
Non-vested, beginning balance | 7,394,000 |
Granted | 14,076,000 |
Cancelled | -2,035,000 |
Vested | -6,017,000 |
Non-vested, ending balance | 13,418,000 |
Weighted Average Grant Date Fair Value | ' |
Non-vested, beginning balance | $0.05 |
Granted | $0.04 |
Cancelled | $0.06 |
Vested | $0.05 |
Non-vested, ending balance | $0.03 |
STOCKHOLDERS_EQUITY_Warrants_t
STOCKHOLDERS' EQUITY (Warrants to Purchase Common Stock) (Details) | Dec. 31, 2013 |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 26,437,617 |
Warrant 1 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 397,825 |
Warrant Exercise Price per Share | 0.0362 |
Warrant Expiration Date | ' |
30-Sep-14 | |
Warrant 2 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 1,750,000 |
Warrant Exercise Price per Share | 0.1 |
Warrant Expiration Date | ' |
16-Aug-15 | |
Warrant 3 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 1,600,000 |
Warrant Exercise Price per Share | 0.125 |
Warrant Expiration Date | ' |
16-Aug-15 | |
Warrant 4 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 1,333,333 |
Warrant Exercise Price per Share | 0.15 |
Warrant Expiration Date | ' |
16-Aug-15 | |
Warrant 5 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 490,000 |
Warrant Exercise Price per Share | 0.1 |
Warrant Expiration Date | ' |
22-Oct-15 | |
Warrant 6 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 196,000 |
Warrant Exercise Price per Share | 0.125 |
Warrant Expiration Date | ' |
22-Oct-15 | |
Warrant 7 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 163,333 |
Warrant Exercise Price per Share | 0.15 |
Warrant Expiration Date | ' |
22-Oct-15 | |
Warrant 8 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 625,000 |
Warrant Exercise Price per Share | 0.1 |
Warrant Expiration Date | ' |
2-Nov-15 | |
Warrant 9 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 250,000 |
Warrant Exercise Price per Share | 0.125 |
Warrant Expiration Date | ' |
2-Nov-15 | |
Warrant 10 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 208,334 |
Warrant Exercise Price per Share | 0.15 |
Warrant Expiration Date | ' |
2-Nov-15 | |
Warrant 11 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 500,000 |
Warrant Exercise Price per Share | 0.1 |
Warrant Expiration Date | ' |
19-Nov-15 | |
Warrant 12 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 166,667 |
Warrant Exercise Price per Share | 0.15 |
Warrant Expiration Date | ' |
19-Nov-15 | |
Warrant 13 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 5,000,000 |
Warrant Exercise Price per Share | 0.1 |
Warrant Expiration Date | ' |
15-Feb-16 | |
Warrant 14 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 2,200,000 |
Warrant Exercise Price per Share | 0.125 |
Warrant Expiration Date | ' |
15-Feb-16 | |
Warrant 15 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 1,833,333 |
Warrant Exercise Price per Share | 0.15 |
Warrant Expiration Date | ' |
15-Feb-16 | |
Warrant 16 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 240,125 |
Warrant Exercise Price per Share | 1.25 |
Warrant Expiration Date | ' |
24-Oct-16 | |
Warrant 17 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 1,166,667 |
Warrant Exercise Price per Share | 0.175 |
Warrant Expiration Date | ' |
15-Feb-17 | |
Warrant 18 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 4,392,000 |
Warrant Exercise Price per Share | 0.15 |
Warrant Expiration Date | ' |
21-Jun-18 | |
Warrant 19 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 3,725,000 |
Warrant Exercise Price per Share | 0.126 |
Warrant Expiration Date | ' |
30-Sep-18 | |
Warrant 20 | ' |
Stockholders Equity [Line Items] | ' |
Number of Shares To be Purchased | 200,000 |
Warrant Exercise Price per Share | 0.125 |
Warrant Expiration Date | ' |
19-Nov-15 |
REDEEMABLE_SERIES_B_CONVERTIBL1
REDEEMABLE SERIES B CONVERTIBLE PREFERRED STOCK (Details) (USD $) | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2006 | |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $1 | ' | ' | ' | ' | ' | ' |
Preferred stock dividends | ' | ' | ' | ' | ' | ' | ' |
Series B Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, conversion price | $0.04 | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $100 | ' | ' | ' | ' | ' | ' |
Preferred stock, dividend rate | ' | ' | ' | ' | ' | 10.00% | ' |
Issuance of shares of stock as a dividend | 7,461.55 | 6,780.79 | ' | ' | ' | ' | ' |
Fair value of stock dividend | 2,378,919 | 2,493,930 | ' | ' | ' | ' | ' |
Preferred stock, cash dividend threshold, percentage of aggregate share ownership | ' | ' | ' | ' | ' | ' | 25.00% |
Series B Preferred Stock [Member] | Event of Default [Member] | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividend rate | 10.00% | ' | ' | ' | ' | ' | ' |
Threshold amount of judgement loss that triggers default status | $100,000 | ' | ' | ' | ' | ' | ' |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options and Warrants [Member] | ' | ' |
Earnings Per Share Basic [Line Items] | ' | ' |
Number of shares excluded from the calculation of diluted loss per share | 74,361,000 | 59,135,000 |
Convertible Series A and Series B Preferred Stock [Member] | ' | ' |
Earnings Per Share Basic [Line Items] | ' | ' |
Number of shares excluded from the calculation of diluted loss per share | 220,693,000 | 200,485,000 |
Convertible Notes [Member] | ' | ' |
Earnings Per Share Basic [Line Items] | ' | ' |
Number of shares excluded from the calculation of diluted loss per share | 16,234,000 | 11,050,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Jun. 21, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 07, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | |
Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance price of common stock per share | ' | $0.10 | ' | ' | ' | $0.11 | $0.13 | ' | $0.30 | ' | ' | $0.12 |
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | $9,451,000 | ' | ' | $300,000 |
Issuance of stock during period | ' | ' | ' | ' | ' | 21,015,170 | 28,460,908 | 1,153,846 | ' | ' | ' | 2,425,709 |
Additional shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,690 |
Common shares issued in exchange for convertible notes | 8,784,000 | ' | 9,739,912 | ' | ' | ' | ' | ' | 20,400,000 | ' | ' | ' |
Proceeds from the sale of prior unused net operating loss carryovers | ' | 458,000 | 392,000 | ' | ' | ' | ' | ' | ' | 458,279 | ' | ' |
Common Stock, shares authorized | ' | 800,000,000 | 800,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | ' | 20,194 | 10,606 | 5,141 | ' | ' | ' | ' | 1,224,000 | ' | ' | ' |
Additional award option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Warrants, exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $0.31 | ' | ' | ' |
Exercise of warrants | ' | 139,526 | ' | ' | ' | ' | ' | ' | 10,200,000 | ' | ' | ' |
Exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 40,800,000 | ' | ' | ' |
Additional amount of securities proposed maximum aggregate offering price | ' | ' | ' | ' | ' | ' | ' | ' | 2,762,500 | ' | ' | ' |
Total registered amount | ' | ' | ' | ' | ' | ' | ' | ' | $16,575,000 | ' | ' | ' |