Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 23, 2015 | Jun. 30, 2014 | |
Documentand Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ctso | ||
Entity Registrant Name | Cytosorbents Corp | ||
Entity Central Index Key | 1175151 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 24,637,822 | ||
Entity Public Float | $72,139,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $3,605,280 | $2,183,030 |
Short-term investments | 1,944,547 | |
Grants and accounts receivable, net of allowance for doubtful accounts of $3,756 and -0- at December 31, 2014 and 2013, respectively | 819,151 | 453,017 |
Inventories | 537,566 | 245,608 |
Prepaid expenses and other current assets | 700,462 | 605,312 |
Total current assets | 7,607,006 | 3,486,967 |
Property and equipment - net | 245,821 | 144,393 |
Other assets | 615,798 | 414,375 |
Total long-term assets | 861,619 | 558,768 |
Total Assets | 8,468,625 | 4,045,735 |
Current Liabilities: | ||
Accounts payable | 698,307 | 786,517 |
Accrued expenses and other current liabilities | 824,884 | 361,700 |
Deferred revenue | 833 | 272,359 |
Warrant liability | 2,981,418 | |
Current portion of convertible notes payable, net of debt discount in the amount of $198,644 at December 31, 2013 | 1,644,356 | |
Total current liabilities | 4,505,442 | 3,064,932 |
Redeemable Series B Convertible Preferred Stock, -0- and 200,000 shares authorized; -0- and 79,336.54 issued and outstanding at December 31, 2014 and 2013, respectively | 15,246,350 | |
Stockholders' Equity/(Deficiency): | ||
Common Stock, Par Value $0.001, 50,000,000 shares authorized; 23,304,640 and 10,052,782 shares issued and outstanding at December 31, 2014 and 2013, respectively | 23,305 | 10,053 |
Additional paid-in capital | 128,106,297 | 91,584,402 |
Accumulated other comprehensive income (loss) | 227,701 | -55,987 |
Accumulated deficit | -124,394,120 | -105,805,775 |
Total stockholders' equity/(deficiency) | 3,963,183 | -14,265,547 |
Total Liabilities and Stockholders' Equity/(Deficiency) | 8,468,625 | 4,045,735 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity/(Deficiency): | ||
Preferred Stock | 1,760 | |
Preferred Stock [Member] | ||
Stockholders' Equity/(Deficiency): | ||
Preferred Stock |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Allowance for doubtful accounts | $3,756 | $0 |
Convertible notes payable current, debt discount | $198,644 | |
Preferred Stock, shares authorized | 5,000,000 | |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 23,304,640 | 10,052,782 |
Common Stock, shares outstanding | 23,304,640 | 10,052,782 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 0 | 200,000 |
Preferred Stock, shares issued | 0 | 79,336.54 |
Preferred Stock, shares outstanding | 0 | 79,336.54 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 0 | 12,000,000 |
Preferred Stock, shares issued | 0 | 1,759,666 |
Preferred Stock, shares outstanding | 0 | 1,759,666 |
Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | ||
Sales | $3,135,387 | $821,787 |
Grant income | 978,271 | 1,600,880 |
Other revenue | 9,167 | |
Total revenue | 4,122,825 | 2,422,667 |
Cost of revenue | 2,133,888 | 1,911,565 |
Gross profit | 1,988,937 | 511,102 |
Operating expenses: | ||
Research and development | 2,431,759 | 1,738,938 |
Legal, financial and other consulting | 1,284,947 | 908,644 |
Selling, general and administrative | 5,551,023 | 2,576,751 |
Total operating expenses | 9,267,729 | 5,224,333 |
Loss from operations | -7,278,792 | -4,713,231 |
Other (income) expense: | ||
Interest (income) expense, net | 310,024 | 422,843 |
Change in warrant liability | 2,118,498 | |
Total other (income) expense, net | 2,428,522 | 422,843 |
Loss before benefit from income taxes | -9,707,314 | -5,136,074 |
Benefit from income taxes | 385,642 | 458,279 |
Net loss | -9,321,672 | -4,677,795 |
Preferred stock dividends | 9,266,673 | 2,395,520 |
Net loss available to common shareholders | -18,588,345 | -7,073,315 |
Basic and diluted net loss per common share | ($1.29) | ($0.75) |
Weighted average number of shares of common stock outstanding | 14,382,813 | 9,440,763 |
Net loss | -9,321,672 | -4,677,795 |
Other comprehensive income (loss): | ||
Currency translation adjustment | 283,688 | -43,325 |
Comprehensive loss | ($9,037,984) | ($4,721,120) |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) | Total | Series B Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Preferred Stock A [Member] | Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Deficit Accumulated Development Stage [Member] |
Balance at Dec. 31, 2012 | ($11,625,145) | $12,887,817 | $8,599 | $1,594 | $87,109,784 | ($12,662) | ($98,732,460) |
Balance, shares at Dec. 31, 2012 | 72,073.26 | 8,598,698 | 1,594,164 | ||||
Stock based compensation - employees, consultants and directors | 456,937 | 456,937 | |||||
Issuance of Series A Preferred Stock as 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 | ||||||
Issuance of common stock for services rendered | 65,468 | 20 | 65,448 | ||||
Issuance of common stock for services rendered, shares | 20,000 | ||||||
Conversion of Series A and Series B into Common | 20,386 | -20,386 | 22 | 20,364 | |||
Conversion of Series A and Series B into Common (in shares) | -198.27 | 21,909 | |||||
Issuance of common stock for cash | 2,299,967 | 841 | 2,299,126 | ||||
Issuance of common stock for cash, shares | 840,851 | ||||||
Cost of raising capital | -100,000 | -100,000 | |||||
Conversion of convertible notes to common | 1,226,042 | 390 | 1,225,652 | ||||
Conversion of convertible notes to common, shares | 389,597 | ||||||
Relative fair value of warrants and beneficial conversion feature in connection with issuance of convertible note | 331,117 | 331,117 | |||||
Proceeds from exercise of warrants | 139,526 | 159 | 139,367 | ||||
Proceeds from exercise of warrants (in shares) | 159,458 | ||||||
Exercise of stock options | 20,194 | 22 | 20,172 | ||||
Exercise of stock options (in shares) | 22,269 | 22,269 | |||||
Other comprehensive income/(loss): foreign translation adjustment | -43,325 | -43,325 | |||||
Warrant liability | |||||||
Net loss | -4,677,795 | -4,677,795 | |||||
Balance at Dec. 31, 2013 | -14,265,547 | 15,246,350 | 10,053 | 1,760 | 91,584,402 | -55,987 | -105,805,775 |
Balance, shares at Dec. 31, 2013 | 79,336.54 | 10,052,782 | 1,759,666 | ||||
Stock based compensation - employees, consultants and directors | 695,841 | 695,841 | |||||
Issuance of Series A Preferred Stock as dividends | 135 | 238,178 | -238,313 | ||||
Issuance of Series A Preferred Stock as dividends, shares | 135,303 | ||||||
Issuance of Series B Preferred Stock as dividends | -9,028,360 | 9,028,360 | -9,028,360 | ||||
Issuance of Series B Preferred Stock as dividends, shares | 14,499.96 | ||||||
Issuance of common stock for services rendered | 180,100 | 45 | 180,055 | ||||
Issuance of common stock for services rendered, shares | 44,922 | ||||||
Conversion of Series A and Series B into Common | 24,274,708 | -24,274,710 | 10,472 | -1,895 | 24,266,131 | ||
Conversion of Series A and Series B into Common (in shares) | -93,836.50 | 10,472,062 | -1,894,969 | ||||
Issuance of common stock for cash | 300,000 | 99 | 299,901 | ||||
Issuance of common stock for cash, shares | 99,336 | ||||||
Issuance of common stock - offering | 10,200,000 | 1,632 | 10,198,368 | ||||
Issuance of common stock - offering, shares | 1,632,000 | ||||||
Cost of raising capital | -748,545 | -748,545 | |||||
Conversion of convertible notes to common | 1,990,440 | 702 | 1,989,738 | ||||
Conversion of convertible notes to common, shares | 701,309 | ||||||
Proceeds from exercise of warrants | 156,250 | 20 | 156,230 | ||||
Proceeds from exercise of warrants (in shares) | 20,000 | ||||||
Cashless exercise of warrants | 165 | -165 | |||||
Cashless exercise of warrants, shares | 165,435 | ||||||
Additional shares issued related to the round-up of fractional shares as a result of stock split | 151 | ||||||
Exercise of stock options | 109,200 | 117 | 109,083 | ||||
Exercise of stock options (in shares) | 117,252 | 116,643 | |||||
Other comprehensive income/(loss): foreign translation adjustment | 283,688 | 283,688 | |||||
Warrant liability | -862,920 | -862,920 | |||||
Net loss | -9,321,672 | -9,321,672 | |||||
Balance at Dec. 31, 2014 | $3,963,183 | $23,305 | $128,106,297 | $227,701 | ($124,394,120) | ||
Balance, shares at Dec. 31, 2014 | 23,304,640 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($9,321,672) | ($4,677,795) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of common stock to consultants for services | 180,100 | 65,468 |
Depreciation and amortization | 65,547 | 64,350 |
Amortization of debt discount | 198,644 | 311,248 |
Bad debt expense | 4,106 | |
Change in warrant liability | 2,118,498 | |
Stock-based compensation | 695,841 | 456,937 |
Changes in operating assets and liabilities: | ||
Grants and accounts receivable | -412,118 | -401,238 |
Inventories | -303,129 | 436,764 |
Prepaid expenses and other current assets | -108,153 | -129,219 |
Other assets | -4,784 | -6,942 |
Accounts payable and accrued expenses | 497,453 | 118,748 |
Deferred revenue | -271,526 | 272,359 |
Net cash used by operating activities | -6,661,193 | -3,489,320 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -153,157 | -38,684 |
Patent costs | -214,165 | -177,672 |
Proceeds from sale of short-term investments | 4,745,000 | |
Purchases of short-term investments | -6,689,547 | |
Net cash used by investing activities | -2,311,869 | -216,356 |
Cash flows from financing activities: | ||
Equity contributions - net of fees incurred | 9,751,455 | 2,199,967 |
Proceeds from borrowing | 1,843,000 | |
Proceeds from exercise of stock options | 109,201 | 20,194 |
Proceeds from exercise of warrants | 156,250 | 139,526 |
Net cash provided by financing activities | 10,016,906 | 4,202,687 |
Effect of exchange rates on cash | 378,406 | -43,325 |
Net change in cash and cash equivalents | 1,422,250 | 453,686 |
Cash and cash equivalents at beginning of period | 2,183,030 | 1,729,344 |
Cash and cash equivalents at end of period | 3,605,280 | 2,183,030 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | ||
Supplemental schedule of noncash financing activities: | ||
Fair value of warrant liability upon issuance | 862,920 | |
Debt discount in connection with issuance of convertible debt | 331,117 | |
Fair value of shares issued as costs of raising capital | 7,137 | 49,647 |
Note payable principal and interest conversion to equity | 1,990,440 | 1,226,042 |
Costs paid from proceeds in conjunction with issuance of common stock | 748,545 | |
Preferred stock dividends | $9,266,673 | $2,395,520 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series B Preferred Stock [Member] | ||
Preferred Shares converted into Common shares | 93,836.50 | 198.27 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Shares converted into Common shares | 1,894,969 | 0 |
Common Stock [Member] | Series B Preferred Stock [Member] | ||
Preferred Shares converted into Common shares | 10,368,730 | 21,908 |
Common Stock [Member] | Series A Convertible Preferred Stock [Member] | ||
Preferred Shares converted into Common shares | 103,332 | 0 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2014 | |
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 Medical 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 believes that it has adequate funding for more than the next twelve months of operations, however, it may have to raise additional capital to fund its future operations. | |
As of December 31, 2014, the Company had an accumulated deficit of $124,394,120, which included net losses of $9,321,672 for the year ended December 31, 2014 and $4,677,795 for the year ended December 31, 2013. Our losses have resulted principally from costs incurred in the research and development of our polymer technology and selling, general and administrative expenses. We intend to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for the establishment of manufacturing arrangements and a marketing and distribution presence and other selling, general and administrative expenses, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, we will achieve profitability are uncertain. Our ability to achieve profitability will depend, among other things, on successfully completing the development of our technology and commercial products, obtaining additional requisite regulatory approvals in markets not covered by the CE Mark and for potential label extensions of our current CE Mark, establishing manufacturing and sales and marketing arrangements with third parties, and raising sufficient funds to finance our activities. No assurance can be given that our product development efforts will be successful, that our current CE Mark will enable us to achieve profitability, that additional regulatory approvals in other countries will be obtained, that any of our products will be manufactured at a competitive cost and will be of acceptable quality, or that the we will be able to achieve profitability or that profitability, if achieved, can be sustained. 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. | |
PRINCIPAL_BUSINESS_ACTIVITY_AN
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
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 | |
CytoSorbents Corporation is a critical care focused immunotherapy company using blood purification to control severe inflammation –with the goal of preventing or treating multiple organ failure in life-threatening illnesses. The Company, through its subsidiary CytoSorbents Medical Inc.(formally known as CytoSorbents, Inc.), 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. CytoSorb®, the Company's flagship product, is approved in the European Union and marketed in twenty-nine countries around the world, as a safe and effective extracorporeal cytokine absorber, designed to reduce the “cytokine storm” that could otherwise cause massive inflammation, organ failure and death in common critical illnesses such as sepsis, burn injury, trauma, lung injury, and pancreatitis. CytoSorb® is also being used during and after cardiac surgery to remove inflammatory mediators, such as cytokines and free hemoglobin, which can lead to post-operative complications, including multiple organ failure. In March 2011, the Company received CE Mark approval for its CytoSorb ® device. | |
The technology is based upon biocompatible, highly porous polymer sorbent beads that can actively remove toxic substances from blood and other bodily fluids by pore capture and surface absorption. CytoSorbents has numerous products under development based upon this unique blood purification technology, which is protected by 32 issued U.S. patents and multiple applications pending, including HemoDefend™, ContrastSorb, DrugSorb, and others, with multiple patent applications pending both in the U.S. and internationally. Our intellectual property consists of composition of matter, materials, method of production systems incorporating the technology, and multiple medical uses with expiration dates ranging from 3 to 12 years. | |
Recent Corporate Actions | |
On December 1, 2014, the Company received stockholder approval authorizing our Board of Directors to (i) amend our Articles of Incorporation, as amended, to effect a reverse split of our Common Stock, with a reverse split ratio of twenty-five-to-one (25:1); (ii) amend our Articles of Incorporation, as amended, to reduce the total number of authorized shares of Common Stock from 800,000,000 to 50,000,000, after giving effect to the reverse stock split; (iii) amend our Articles of Incorporation, as amended, to reduce the total number of authorized shares of undesignated preferred stock from 100,000,000 to 5,000,000, after giving effect to the reverse stock split; (iv) implement the form, terms and provisions of the CytoSorbents Corporation 2014 Long-Term Incentive Plan; and (v) change our domicile from the State of Nevada to the State of Delaware through our merger with and into a newly-organized subsidiary organized under the laws of the State of Delaware. | |
On December 3, 2014, the Company effected a twenty-five-for-one (25:1) reverse split of our common stock. As a result of the twenty-five-for-one (25:1) reverse stock split, shares of its common stock outstanding were reduced by approximately 96%. Immediately after the reverse split, on December 3, 2014 the Company changed its state of incorporation from the State of Nevada to the State of Delaware pursuant to an Agreement and Plan of Merger, dated December 3, 2014, whereby the Company merged with and into the recently formed, wholly-owned Delaware subsidiary. Pursuant to the Agreement and Plan of Merger, the Company adopted the certificate of incorporation, as amended and restated, and bylaws of its Delaware subsidiary as its certificate of incorporation and bylaws at effective time of the merger. At the effective time of our merger, (i) the Company merged with and into its Delaware subsidiary, (ii) separate corporate existence in Nevada ceased to exist, (iii) the Delaware subsidiary became the surviving corporation, and (iv) each share of common stock, $0.001 par value per share outstanding immediately prior to the effective time was converted into one fully-paid and non-assessable share of common stock of CytoSorbents Corporation, a Delaware corporation, $0.001 par value per share. The reverse stock split, the merger and the Agreement and Plan of Merger were approved by our Board of Directors and stockholders representing a majority of our outstanding common stock. | |
Reverse Stock Split | |
As discussed above, the Company's twenty-five-for-one reverse stock split became effective on December 3, 2014. As a result of this action, funds were shifted from the common stock account to the additional paid in capital account to reflect the par value of the reduced number of shares. All share, option and warrant information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the reduced number of shares resulting from this action. | |
Stock Market Listing | |
On December 17, 2014 the Company's common stock was approved for listing on the NASDAQ Capital Market (“NASDAQ”), and it began trading on NASDAQ on December 23, 2014 under the symbol “CTSO”. Previously, the Company's common stock traded in the over-the-counter-market on the OTC Bulletin Board. | |
Basis of Consolidation and Foreign Currency Translation | |
The consolidated financial statements include the accounts of the Parent, CytoSorbents Corporation, and its wholly-owned subsidiaries, CytoSorbents Medical, Inc. and CytoSorbents Europe GmbH. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Translation gains and losses resulting from the process of remeasuring into the United States of America dollar, the foreign currency financial statements of the European subsidiary, for which the United States of America dollar is the functional currency, are included in operations. Foreign currency translation losses included in net loss amounted to approximately $386,000 and $14,000 for the years ended December 31, 2014 and 2013, respectively. We translate assets and liabilities of the European subsidiary, whose functional currency is their local currency, at the exchange rate in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation adjustments in stockholders' equity as a component of accumulated other comprehensive income. | |
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. | |
Short-Term Investments | |
Short-term investments include certificates of deposit with original maturities of greater than three months. The cost of the certificates of deposit approximates fair value. The Company classifies these investments as held-to-maturity securities in accordance with the provisions of ASC-320-10. | |
Grants and Accounts Receivable | |
Grants receivable represent amounts due from U.S. government agencies. | |
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 amounted to $3,756 and -0- at December 31, 2014 and December 31, 2013, respectively. | |
Inventories | |
Inventories are valued at the lower of cost or market. Cost is determined using a first-in first-out (“FIFO”) basis. At December 31, 2014 and December 31, 2013 the Company's inventory was comprised of finished goods, which amounted to $142,693 and $107,098, respectively, work in process which amounted to $326,047 and $100,528, respectively and raw materials which amounted to $68,826 and $37,982, 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. | |
Warrant Liability | |
The Company recognizes the fair value of the warrants as of the date of the warrant grant using the binomial lattice valuation model. At each subsequent reporting date, the Company again measures the fair value of the warrants, and records a change to the warrant liability as appropriate, and the change is reported in the statement of operations. | |
Revenue Recognition | |
Product Sales: Revenues from sales of products are recognized 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 and product sales. 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 $142,000 and $269,000 in 2014 and 2013, 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 all of the deferred tax asset will not be realized. Under Section 382 of the Internal Revenue Code the net operating losses generated prior to the previously completed 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, 2014 or 2013. The Company files tax returns in the U.S. federal and state jurisdictions. The Company currently has no open years prior to December 31, 2011 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, the valuation of preferred shares issued as stock dividends, valuation methods used to determine the fair value of the warrant liability and valuation methods used in determining any debt discount associated with the convertible securities. | |
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, 2014, three distributors accounted for approximately 53 percent of outstanding grant and accounts receivable. As of December 31, 2013, a U.S. Government agency accounted for approximately 66 percent of outstanding accounts receivable. For the year ended December 31, 2014, approximately 24 percent of revenue was from two U.S. government grant agencies and approximately 12 percent of revenues was from one distributor. For the year ended December 31, 2013, approximately 62 percent of revenues were from two U.S. government agencies. For the year ended December 31, 2013, no other agency, distributor, or direct customer represented more than 10% of the Company's revenue. | |
Financial Instruments | |
The carrying values of cash and cash equivalents, accounts receivable, 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 | |
Accounting Standards Update (“ASU”) 2014-10, which for public business entities will be effective for annual reporting periods beginning after December 15, 2014 and interim periods therein (early adoption permitted), removes the definition of a development stage entity from the Accounting Standards Codification, thereby eliminating the financial reporting distinction between development stage entities from U.S. GAAP. Specifically eliminated are the requirements to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development state entity that in prior years it had been in the development stage. The Company has early adopted ASU 2014-10 within these financial statements. | |
In May 2014, the Financial Account Standards Board (“FASB”) issued ASU 2014-09, “Revenue with Contracts from Customers.” ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2014-09 will have a significant impact on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The ASU requires all entities to evaluate for the existence of conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the issuance date of the financial statements. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2014-15 will have a significant impact on its consolidated financial statements but may impact the Company's footnote disclosures. | |
Shipping and Handling Costs | |
The cost of shipping product to customers and distributors is typically borne by the customer or distributor. The Company records shipping and handling costs in Research and Development. Total freight costs amounted to approximately $103,000 and $33,000 for the years ended December 31, 2014 and 2013 respectively. | |
Reclassifications | |
Certain reclassifications have been made to the December 31, 2013 financial statements in order to conform to the 2014 financial statement presentation. There was no change in the reported amount of the accumulated deficit as a result of these reclassifications. |
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
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, | 2014 | 2013 | Period | ||||||||
Furniture and fixtures | $ | 186,121 | $ | 130,716 | 7 years | ||||||
Equipment and computers | 2,000,821 | 1,952,051 | 3 to 7 years | ||||||||
Leasehold improvements | 515,515 | 462,980 | Term of lease | ||||||||
2,702,457 | 2,545,747 | ||||||||||
Less accumulated depreciation and amortization | 2,456,636 | 2,401,354 | |||||||||
Property and Equipment, Net | $ | 245,821 | $ | 144,393 | |||||||
Depreciation expense for the years ended December 31, 2014 and 2013 amounted to $48,429 and $39,891 respectively. |
OTHER_ASSETS
OTHER ASSETS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
OTHER ASSETS [Abstract] | |||||||||||||||||
OTHER ASSETS | 4. OTHER ASSETS: | ||||||||||||||||
Other assets consist of the following: | |||||||||||||||||
December 31, | 2014 | 2013 | |||||||||||||||
Intangible assets, net | $ | 557,528 | $ | 360,481 | |||||||||||||
Security deposits | 58,270 | 53,894 | |||||||||||||||
Total | $ | 615,798 | $ | 414,375 | |||||||||||||
Intangible assets consist of the following: | |||||||||||||||||
December 31, | 2014 | 2013 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Patents | $ | 706,796 | $ | 149,268 | $ | 492,631 | $ | 132,150 | |||||||||
Amortization expense amounted to $17,118 and $24,459 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Amortization expense for the next five years will be approximately $26,500 for the year ended December 31, 2015; approximately $26,500 for the year ended December 31, 2016; approximately $21,000 for the year ended December 31, 2017; approximately $14,100 for the year ended December 31, 2018 and approximately $14,000 for the year ended December 31, 2019. |
ACCRUED_EXPENSES_AND_OTHER_CUR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES: | ||||||||
Accrued expenses and other current liabilities consist of the following: | |||||||||
2014 | 2013 | ||||||||
Professional fees | $ | 293,758 | $ | 80,880 | |||||
Travel and entertainment | 107,542 | - | |||||||
Clinical study costs | 36,465 | 15,016 | |||||||
Sales, payroll and income taxes payable | 64,745 | 179,970 | |||||||
Accrued salaries and commissions | 204,515 | - | |||||||
Accrued royalties | 45,200 | 15,000 | |||||||
Customer deposits | 30,000 | - | |||||||
Board of Director fees | 11,250 | - | |||||||
Accrued interest | - | 25,326 | |||||||
Accrued financing costs | - | 36,371 | |||||||
Other | 31,409 | 9,137 | |||||||
$ | 824,884 | $ | 361,700 |
CONVERTIBLE_NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2014 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | 6. CONVERTIBLE NOTES: |
On June 21, 2013 (the “June Closing Date”), the Company issued convertible notes to certain accredited investors (the “June Purchasers”), whereby the Company agreed to sell and the June Purchasers agreed to purchase the convertible notes in the aggregate principal amount of $1,098,000 (the “June Notes”). The June Notes were to mature one (1) year from the June Closing Date (the “June Maturity Date”), bear interest at an annual rate of 8%, and automatically convert into shares of the Company's Common Stock at a conversion price of $3.125 at maturity or earlier at the option of the June Purchaser. In connection with the issuance of the June Notes, the Company issued warrants to purchase shares of Common Stock, providing 50% coverage, exercisable at $3.75 per share (the “June Warrants”). On June 21, 2014, all outstanding June Notes were converted into 379,469 shares of Common Stock, consisting of 351,360 shares related to the principal value of the June Notes and 28,109 shares of Common Stock for payment of interest earned on the June Notes. | |
On September 30, 2013 (the “September Closing Date”), the Company issued convertible notes to certain accredited investors (the “September Purchasers”), whereby the Company agreed to sell and the September Purchasers agreed to purchase the convertible notes in the aggregate principal amount of $745,000 (the “September Notes”). The September Notes were to mature one (1) year from the September Closing Date (the “September Maturity Date”), bear interest at an annual rate of 8%, and automatically convert into shares of Common Stock at a conversion price of $2.50 at maturity, or earlier at the option of the September Purchaser. In connection with the issuance of the September Notes, the Company issued warrants to purchase shares of Common Stock, providing 50% coverage, exercisable at $3.125 per share (the “September Warrants”). On September 30, 2014, all outstanding September Notes were converted into 298,000 shares of Common Stock related to the principal value of the September Notes and 23,840 shares of Common Stock for payment of interest earned on the September Notes. | |
The Company allocates the proceeds associated with the issuance of convertible notes based on the relative fair value of the convertible 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 convertible notes to the market value of the underlying Common Stock subject to conversion. In connection with the convertible note issuances during the years ended December 31, 2013, the Company received proceeds of $1,843,000. The Company allocated the proceeds in accordance with FASB Codification Topic 470 based on the related fair value as follows: $1,511,883 was allocated to the convertible notes and $171,012 to the warrants. Additionally, the embedded conversion feature resulted in a beneficial conversion feature in the amount of $160,105. 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 has been amortized to interest expense over the term of the convertible notes. During the years ended December 31, 2014 and 2013, debt discount of approximately $199,000 and $311,000, respectively, was charged to interest expense. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INCOME TAXES [Abstract] | ||||||||
INCOME TAXES | 7. INCOME TAXES: | |||||||
Tax losses amounted to approximately $7,700,000 and $3,300,000 for the years ended December 31, 2014 and December 31, 2013, respectively. The Company's Federal net operating loss carry forward amounts to approximately $31,663,000 and expires through 2034. The Company's remaining New Jersey net operating loss carry forward amounts to approximately $7,700,000 and expires in 2034. 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, 2014 and 2013 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 $386,000 and $458,000, 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, 2014 and December 31, 2013, 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, 2014 and December 31, 2013 is as follows: | ||||||||
2014 | 2013 | |||||||
Federal statutory rate | (34.0 | )% | (34.0 | )% | ||||
Decrease resulting from: | ||||||||
Non-deductible expenses | 1 | 2.9 | ||||||
Timing differences | (1.0 | ) | 0.9 | |||||
Change in valuation allowance | 34 | 29.8 | ||||||
Net operating losses | — | 0.4 | ||||||
Effective tax rate | — | % | — | % |
WARRANT_LIABILITY
WARRANT LIABILITY | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
WARRANT LIABILITY [Abstract] | ||||||||
WARRANT LIABILITY | 8. WARRANT LIABILITY: | |||||||
In connection with its March 11, 2014 offering, the Company issued warrants to purchase 816,000 shares of Common Stock. The Company recognizes these warrants as liabilities at their fair value on the date of grant, then measures the fair value of the warrants on each reporting date, and records a change to the warrant liability as appropriate. The warrants have certain pricing provisions which apply if the Company sells or issues Common Stock or Common Stock equivalents at a price that is less than the exercise price of the warrants, over the life of the warrants, excluding certain exempt issuances. | ||||||||
The Company recognized an initial warrant liability for the warrants issued in connection with the Offering completed in March 2014. The initial warrant liability recognized on the related warrants totaled $862,920, which was based on the March 11, 2014 five-day weighted average closing price per share of the Company's Common Stock of $6.00. On December 31, 2014, the five day weighted average closing price per share of Common Stock was $10.22. Due to the fluctuations in the market value of the Company's Common Stock from March 11, 2014 through December 31, 2014, the Company recorded a change in the fair value of the warrant liability of $2,118,498 during the year ended December 31, 2014. | ||||||||
The assumptions used in connection with the valuation of warrants issued utilizing the binomial lattice valuation model were as follows: | ||||||||
Initial | ||||||||
December 31, | Measurement | |||||||
2014 | March 11, 2014 | |||||||
Number of shares underlying the warrants | 816,000 | 816,000 | ||||||
Exercise price | $ | 7.8125 | $ | 7.8125 | ||||
Volatility | 28.3 | % | 28.3 | % | ||||
Risk-free interest rate | 1.43 | % | 1.62 | % | ||||
Expected dividend yield | 0 | 0 | ||||||
Expected warrant life (years) | 4.19 | 5 | ||||||
Stock price | $ | 10.22 | $ | 6 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | 9. 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, | |||||
2015 | $ | 211,240 | |||
2016 | 98,445 | ||||
Total | $ | 309,685 | |||
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, 2014 and 2013 amounted to approximately $328,000 and $315,000, 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 2015. The agreements provide for annual base salaries of specified 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, 2015 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 40,000 shares of the Company's common stock at an exercise price of $2.90 per share. This option vests in equal installments over the next two years: 20,000 options at the 12 month anniversary, and 20,000 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 | |||||
The Company is, from time to time, subject to claims and litigation arising in the ordinary course of business. The Company intends to defend vigorously against any future claims and litigation. The Company is 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, 2014 and 2013 the Company recorded royalty expenses of approximately $93,000 and $26,000 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, 2014 and 2013 per the terms of the license agreement the Company recorded royalty expenses of approximately $77,000 and $21,000 respectively. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
STOCKHOLDERS' EQUITY [Abstract] | |||||||||||||||||||
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS' EQUITY | ||||||||||||||||||
Preferred Stock | |||||||||||||||||||
In December 2014, the Company amended its articles of incorporation to reduce the total number of authorized shares of preferred stock after giving effect to the reverse stock split (see Note 2). The amended articles of incorporation authorize the issuance of up to 5,000,000 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. | |||||||||||||||||||
Conversion of Series A and Series B Preferred Stock into Common Stock. | |||||||||||||||||||
On October 9, 2014, the Company filed with the Nevada Secretary of State an Amendment (the "Series A Amendment") to the Certificate of Designation, as amended (the "Series A Certificate of Designation") of the Series A Preferred Stock. The Series A Amendment, which became effective on October 9, 2014, (i) amended the Series A Certificate of Designation to allow the stockholders representing eighty percent (80%) of the issued and outstanding shares of Series A Preferred Stock to elect to convert all issued and outstanding shares of Series A Preferred Stock into Common Stock of the Company, $0.001 par value per share (the "Common Stock"), at the then-effective "Conversion Price," as defined in the Series A Certificate of Designation, and (ii) as consideration for approving such amendment, amended the Conversion Price from $31.25 per share to $19.25 per share, except with respect to the shares of Series A Preferred Stock covered by that certain Agreement and Consent dated as of June 25, 2008 by and among the Company and certain holders of Series A Preferred Stock. The fair value of the reduction in the conversion price was determined based on the five day volume weighted average price of the Series A common stock equivalent immediately before and immediately after the reduction in conversion price. Immediately following effectiveness of the Series A Amendment, the stockholders representing over 88 percent (88%) of the then-issued and outstanding Series A Preferred Stock elected to convert all issued and outstanding Series A Preferred Stock into Common Stock at the Conversion Price, as amended. As a result of this election by the holders of Series A Preferred Stock, 1,894,969 shares of Series A Preferred Stock were converted into 4,133 shares of Common Stock. | |||||||||||||||||||
In addition, on October 9, 2014, the Company also filed with the Nevada Secretary of State an Amendment (the "Series B Amendment") to the Certificate of Designation (the "Series B Certificate of Designation") of the Series B Preferred Stock. The Series B Amendment, which became effective on October 9, 2014, amended the Series B Certificate of Designation to allow the holders of a majority of the Series B Preferred Stock, including NJTC Investment Fund, LP, to elect to convert all issued and outstanding shares of Series B Preferred Stock into Common Stock. Immediately following effectiveness of the Series B Amendment, the stockholders representing over 93 percent (93%) of the then-issued and outstanding Series B Preferred Stock elected to convert all issued and outstanding Series B Preferred Stock into Common Stock. Each share of Series B Preferred Stock had a stated value of $100.00 (the "Series B Stated Value"), and was convertible into that number of shares of Common Stock equal to the Series B Stated Value at a conversion price of $0.90. As consideration for approving the Series B Amendment, the holders of Series B Preferred Stock received a one-time dividend equal to ten percent (10%) of the shares of Series B Preferred Stock then held. As a result of this election by the holders of Series B Preferred Stock, 84,283.99 shares of Series B Preferred Stock were issued a dividend of 10% and then the 92,712.27 shares were converted into 409,778 shares of Common Stock. As a result of the conversion, the carrying value of the Series B stock was reclassified to permanent equity. | |||||||||||||||||||
After giving effect to the conversions of the Series A Preferred Stock and Series B Preferred Stock described above, there are no shares of Preferred Stock of the Company issued and outstanding as of December 31, 2014. | |||||||||||||||||||
During the years ended December 31, 2014 and 2013, the Company issued 135,303 and 165,502 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, including the value of the conversion price reduction, amounted to $238,313 and $16,601, respectively, for the years ended December 31, 2014 and 2013. | |||||||||||||||||||
During the years ended December 31, 2014 and 2013, the Company issued 14,499.96 and 7,461.55 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, which includes the one-time dividend disclosed above, amounted to $9,028,360 and $2,378,919, respectively, for the years ended December 31, 2014 and 2013. | |||||||||||||||||||
Determination of Stock Dividend Fair Value | |||||||||||||||||||
The Company utilizes a five day volume weighted average price of actual closing market prices for the Company's Common Stock as its basis for estimating the fair value of the preferred stock dividends. | |||||||||||||||||||
Common Stock | |||||||||||||||||||
On March 7, 2014, the Company entered into subscription agreements with certain investors providing for the issuance and sale by the Company, or the March 2014 Offering, of 1,632,000 units, or 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 $6.25 per share, par value $0.001 per share and a warrant to purchase 0.50 shares of common stock at an exercise price of $7.8125 per share. The warrants are convertible into a total of 816,000 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 March 2014 Offering of approximately $9,451,000 million. The net proceeds received by the Company from the March 2014 Offering will be used for building additional sales and marketing infrastructure, clinical studies, working capital and general corporate purposes. | |||||||||||||||||||
The Company conducted the March 2014 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 March 2014 Offering. | |||||||||||||||||||
In connection with the March 2014 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 March 2014 Offering and sale of the Units. | |||||||||||||||||||
In connection with the successful completion of the March 2014 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 48,960 shares of Common Stock at an exercise price of $7.50 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. | |||||||||||||||||||
In December 2014, the Company amended its articles of incorporation to reduce the total number of authorized shares of common stock after giving effect to the reverse stock split (see Note 2). The amended articles of incorporation authorize the issuance of up to 50,000,000 shares with a par value of $0.001 per share. | |||||||||||||||||||
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 had 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 could also accelerate the amount of its common stock to be purchased under certain circumstances. No sales of shares could occur at a purchase price below $2.50 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 46,154 shares of our Common Stock to LPC as a commitment fee for entering into the agreement, and was obligated to issue up to an additional 46,154 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, 2014 and 2013 the Company issued a total of 99,336 and 840,851 shares of Common Stock, which includes the commitment shares per the terms of the Purchase Agreement with LPC at an average price of approximately $3.09 and $2.80 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 had 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 could also accelerate the amount of its common stock to be purchased under certain circumstances. No sales of shares could occur at a purchase price below $2.50 per share or without a registration statement having been declared effective. The purchase price of the shares was 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 could 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 65,385 shares pro rata as LPC purchases up to $8,500,000 of its Common Stock as directed by the Company. LPC could not assign any of its rights or obligations under the Purchase Agreement. | |||||||||||||||||||
The Company has not sold any shares of its Common Stock under the New Purchase Agreement since January 17, 2014. The New Purchase Agreement expired pursuant to its terms in August 2014. At the time of expiration, $2,400,000 remained unused under the New Purchase Agreement with LPC. | |||||||||||||||||||
Stock Option Plans | |||||||||||||||||||
As of December 31, 2014, the Company had two Long Term Incentive Plans (the “2014 Plan” and the “2006 Plan”) to attract, retain, and provide incentives to employees, officers, directors, and consultants. The Plans generally provide for the granting of stock, stock options, stock appreciation rights, restricted shares, or any combination of the foregoing to eligible participants. | |||||||||||||||||||
A total of 3,100,000 and 1,600,000 shares of common stock are reserved for issuance under the 2014 Plan and the 2006 Plan, respectively. As of December 31, 2014 there were outstanding options to purchase approximately 927,000 and 1,375,000 shares of common stock reserved under the 2014 Plan and the 2006 Plan, respectively. | |||||||||||||||||||
The 2014 and 2006 Plans 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.” | |||||||||||||||||||
In December 2014, the Company's received shareholder approval authorizing the Board of Directors to implement the form, terms and provisions of the 2014 Plan. Accordingly, any options issued to employees under the 2014 Plan will be ISOs within the meaning of Section 422 of the Internal Revenue Code. | |||||||||||||||||||
Stock-based Compensation | |||||||||||||||||||
Total share-based employee, director, and consultant compensation for the years ended December 31, 2014 and 2013 amounted to approximately $695,800 and $456,900, respectively. These amounts are included in the statement of operations under the captions research and development ($143,700 and $112,500) and general and administrative ($552,100 and $344,400), respectively. | |||||||||||||||||||
The summary of the stock option activity for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||||||||
Weighted | |||||||||||||||||||
Weighted | Average | ||||||||||||||||||
Average | Remaining | ||||||||||||||||||
Exercise | Contractual | ||||||||||||||||||
Shares | per Share | Life (Years) | |||||||||||||||||
Outstanding January 1, 2013 | 1,466,709 | $ | 5.75 | 6.1 | |||||||||||||||
Granted | 563,040 | $ | 2.75 | 5.5 | |||||||||||||||
Cancelled | (89,400 | ) | $ | 3 | — | ||||||||||||||
Expired | (1,129 | ) | $ | 192.75 | — | ||||||||||||||
Exercised | (22,269 | ) | $ | 1 | — | ||||||||||||||
Outstanding, December 31, 2013 | 1,916,951 | $ | 5 | 5.1 | |||||||||||||||
Granted | 732,800 | $ | 5.02 | 8.7 | |||||||||||||||
Cancelled | (227,810 | ) | $ | 3.26 | — | ||||||||||||||
Expired | (2,502 | ) | $ | 45.8 | — | ||||||||||||||
Exercised | (117,252 | ) | $ | 0.97 | — | ||||||||||||||
Outstanding, December 31, 2014 | 2,302,187 | $ | 5.37 | 6.1 | |||||||||||||||
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 $2.88 to $8.05 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 (.93 to 2.06 percent) for the term of the stock option. | |||||||||||||||||||
The weighted-average grant date fair value for options granted during the years ended December 31, 2014 and 2013 amounted to approximately $1.48 and $0.75 per share, respectively. As of December 31, 2014 the Company's outstanding options had exercise prices ranging from $0.88 to $539.25 per share of Common Stock. | |||||||||||||||||||
At December 31, 2014, the aggregate intrinsic value of options outstanding and options currently exercisable amounted to approximately $10,001,000. As of December 31, 2014, the Company had options currently exercisable into an aggregate total of 1,427,657 shares of common stock which have a weighted average exercise price of $5.80 per share. | |||||||||||||||||||
The summary of the status of the Company's non-vested options for the year ended December 31, 2014 is as follows: | |||||||||||||||||||
Weighted | |||||||||||||||||||
Average | |||||||||||||||||||
Grant | |||||||||||||||||||
Date | |||||||||||||||||||
Shares | Fair | ||||||||||||||||||
Value | |||||||||||||||||||
Non-vested, December 31, 2012 | 536,720 | $ | 0.85 | ||||||||||||||||
Granted | 732,800 | 1.47 | |||||||||||||||||
Cancelled | (194,450 | ) | 0.83 | ||||||||||||||||
Vested | (200,540 | ) | 1.91 | ||||||||||||||||
Non-vested, December 31, 2013 | 874,530 | $ | 1.37 | ||||||||||||||||
As of December 31, 2014, there was approximately $389,000 of total unrecognized compensation cost related to stock options. In 2014, the Board of Directors has set aside a pool of 548,000 options to be awarded to the Company's employees if the Company achieves certain specific, predetermined milestones. In January of 2015, the Board of Directors determined that the Company had achieved certain specific 2014 milestones and awarded 441,380 of these options. The total expense associated with these options was approximately $637,000 of which approximately $486,000 has been included in the 2014 financial statements. | |||||||||||||||||||
The Company has reserved a separate pool of 624,000 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, 2014, 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 | |||||||||||||||||
70,000 | $ | 2.5 | 16-Aug-15 | ||||||||||||||||
64,000 | $ | 3.125 | 16-Aug-15 | ||||||||||||||||
53,335 | $ | 3.75 | 16-Aug-15 | ||||||||||||||||
19,600 | $ | 2.5 | October 22, 2015 | ||||||||||||||||
7,840 | $ | 3.125 | October 22, 2015 | ||||||||||||||||
6,535 | $ | 3.75 | October 22, 2015 | ||||||||||||||||
20,000 | $ | 2.5 | November 19, 2015 | ||||||||||||||||
8,000 | $ | 3.125 | November 19, 2015 | ||||||||||||||||
6,667 | $ | 3.75 | November 19, 2015 | ||||||||||||||||
28,000 | $ | 2.5 | February 15, 2016 | ||||||||||||||||
61,600 | $ | 3.125 | February 15, 2016 | ||||||||||||||||
56,670 | $ | 3.75 | February 15, 2016 | ||||||||||||||||
9,605 | $ | 31.25 | October 24, 2016 | ||||||||||||||||
46,668 | $ | 4.375 | February 15, 2017 | ||||||||||||||||
175,680 | $ | 3.75 | 21-Jun-18 | ||||||||||||||||
134,000 | $ | 3.15 | September 30, 2018 | ||||||||||||||||
48,960 | $ | 7.5 | 11-Mar-19 | ||||||||||||||||
796,000 | $ | 7.8125 | 11-Mar-19 | ||||||||||||||||
1,613,160 |
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 and 2013 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 3,915,000 and 2,974,000 incremental shares at December 31, 2014 and 2013, respectively, as well as shares issuable upon conversion of the conversion of Series A & B Convertible Preferred Stock representing -0- and 8,827,720 incremental shares at December 31, 2014 and 2013, respectively, as well as potential shares issuable upon Promissory Note conversion into Common Stock of approximately -0- and 649,360 shares at December 31, 2014 and 2013, respectively, have been excluded from the computation of diluted loss per share as they are anti-dilutive. |
RETIREMENT_PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2014 | |
RETIREMENT PLAN [Abstract] | |
RETIREMENT PLAN | 12. RETIREMENT PLAN |
In June 2014, the Company formed the CytoSorbents 401(k) Plan. The plan is a defined contribution plan as described in section 401(k) of the Internal Revenue Code (“IRC”) covering substantially all full time employees. Employees are eligible to participate in the plan on the first day of the calendar quarter following three full months of employment. Participants may defer up to 100% of their eligible compensation subject to certain IRC limitations. In addition, the Company provides for a matching contribution of twenty percent of the participants contribution on a maximum of a five percent compensation contribution. Matching contributions amounted to approximately $10,500 for the year ended December 31, 2014. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS |
The Company has evaluated subsequent events occurring after the balance sheet date which include the following: | |
On January 14, 2015, the Company closed on an underwritten public offering (the “Offering”) consisting of 1,250,000 shares of common stock at a price of $8.25 per share for an aggregate price of $10,312,500. | |
The Company received net proceeds from the Offering of approximately $9,409,000 million. The net proceeds received by the Company from the Offering will be used to fund clinical studies, expansion of production capacity, support various sales and marketing efforts, product development and general working capital purposes. | |
The Company conducted the Offering pursuant to a registration statement on Form S-1 (File No. 333-199762) which was declared effective by the Securities and Exchange Commission on January 8, 2015. The Company filed a final prospectus on January 9, 2015, disclosing the final terms of the Offering. | |
In connection with the Offering, on January 8, 2015, the Company entered into underwriting agreements with Brean Capital, LLC and H.C. Wainwright & Co., LLC (the “Representatives”), who are acting as book-running managers and as representatives of the underwriters in the Offering. | |
In connection with the successful completion of the Offering, the underwriters received aggregate discounts and commissions of 6% of the gross proceeds of the sale of the shares in the Offering. In addition, the Company agreed to issue warrants to the Representatives (the “Representatives' warrants”) that allow for the purchase of shares of the Company's common stock equal to 3% of the aggregate number of shares sold in the Offering. The Representatives' warrants are exercisable at any time for a period of five years, commencing on the date of the effectiveness of the registration statement, at a price per share equal to 120% of the public offering price per share of the common stock in the Offering. The Company also agreed to reimburse the underwriters for actual out-of-pocket expenses related to the offering. These out-of-pocket expenses amounted to approximately $85,000. The Company also granted the Representatives a right of first refusal to participate in any subsequent offering or placement of our securities that takes place within nine months following the effective date of the registration statement. | |
As an approved participant of the Technology Business Tax Certificate Transfer Program sponsored by the New Jersey Economic Development Authority in January 2015 the Company received $385,642 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, 2014 | |
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Nature of Business | Nature of Business |
CytoSorbents Corporation is a critical care focused immunotherapy company using blood purification to control severe inflammation –with the goal of preventing or treating multiple organ failure in life-threatening illnesses. The Company, through its subsidiary CytoSorbents Medical Inc.(formally known as CytoSorbents, Inc.), 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. CytoSorb®, the Company's flagship product, is approved in the European Union and marketed in twenty-nine countries around the world, as a safe and effective extracorporeal cytokine absorber, designed to reduce the “cytokine storm” that could otherwise cause massive inflammation, organ failure and death in common critical illnesses such as sepsis, burn injury, trauma, lung injury, and pancreatitis. CytoSorb® is also being used during and after cardiac surgery to remove inflammatory mediators, such as cytokines and free hemoglobin, which can lead to post-operative complications, including multiple organ failure. In March 2011, the Company received CE Mark approval for its CytoSorb ® device. | |
The technology is based upon biocompatible, highly porous polymer sorbent beads that can actively remove toxic substances from blood and other bodily fluids by pore capture and surface absorption. CytoSorbents has numerous products under development based upon this unique blood purification technology, which is protected by 32 issued U.S. patents and multiple applications pending, including HemoDefend™, ContrastSorb, DrugSorb, and others, with multiple patent applications pending both in the U.S. and internationally. Our intellectual property consists of composition of matter, materials, method of production systems incorporating the technology, and multiple medical uses with expiration dates ranging from 3 to 12 years. | |
Recent Corporate Actions | Recent Corporate Actions |
On December 1, 2014, the Company received stockholder approval authorizing our Board of Directors to (i) amend our Articles of Incorporation, as amended, to effect a reverse split of our Common Stock, with a reverse split ratio of twenty-five-to-one (25:1); (ii) amend our Articles of Incorporation, as amended, to reduce the total number of authorized shares of Common Stock from 800,000,000 to 50,000,000, after giving effect to the reverse stock split; (iii) amend our Articles of Incorporation, as amended, to reduce the total number of authorized shares of undesignated preferred stock from 100,000,000 to 5,000,000, after giving effect to the reverse stock split; (iv) implement the form, terms and provisions of the CytoSorbents Corporation 2014 Long-Term Incentive Plan; and (v) change our domicile from the State of Nevada to the State of Delaware through our merger with and into a newly-organized subsidiary organized under the laws of the State of Delaware. | |
On December 3, 2014, the Company effected a twenty-five-for-one (25:1) reverse split of our common stock. As a result of the twenty-five-for-one (25:1) reverse stock split, shares of its common stock outstanding were reduced by approximately 96%. Immediately after the reverse split, on December 3, 2014 the Company changed its state of incorporation from the State of Nevada to the State of Delaware pursuant to an Agreement and Plan of Merger, dated December 3, 2014, whereby the Company merged with and into the recently formed, wholly-owned Delaware subsidiary. Pursuant to the Agreement and Plan of Merger, the Company adopted the certificate of incorporation, as amended and restated, and bylaws of its Delaware subsidiary as its certificate of incorporation and bylaws at effective time of the merger. At the effective time of our merger, (i) the Company merged with and into its Delaware subsidiary, (ii) separate corporate existence in Nevada ceased to exist, (iii) the Delaware subsidiary became the surviving corporation, and (iv) each share of common stock, $0.001 par value per share outstanding immediately prior to the effective time was converted into one fully-paid and non-assessable share of common stock of CytoSorbents Corporation, a Delaware corporation, $0.001 par value per share. The reverse stock split, the merger and the Agreement and Plan of Merger were approved by our Board of Directors and stockholders representing a majority of our outstanding common stock. | |
Reverse Stock Split | Reverse Stock Split |
As discussed above, the Company's twenty-five-for-one reverse stock split became effective on December 3, 2014. As a result of this action, funds were shifted from the common stock account to the additional paid in capital account to reflect the par value of the reduced number of shares. All share, option and warrant information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the reduced number of shares resulting from this action. | |
Stock Market Listing | Stock Market Listing |
On December 17, 2014 the Company's common stock was approved for listing on the NASDAQ Capital Market (“NASDAQ”), and it began trading on NASDAQ on December 23, 2014 under the symbol “CTSO”. Previously, the Company's common stock traded in the over-the-counter-market on the OTC Bulletin Board. | |
Basis of Consolidation and Foreign Currency Translation | Basis of Consolidation and Foreign Currency Translation |
The consolidated financial statements include the accounts of the Parent, CytoSorbents Corporation, and its wholly-owned subsidiaries, CytoSorbents Medical, Inc. and CytoSorbents Europe GmbH. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Translation gains and losses resulting from the process of remeasuring into the United States of America dollar, the foreign currency financial statements of the European subsidiary, for which the United States of America dollar is the functional currency, are included in operations. Foreign currency translation losses included in net loss amounted to approximately $386,000 and $14,000 for the years ended December 31, 2014 and 2013, respectively. We translate assets and liabilities of the European subsidiary, whose functional currency is their local currency, at the exchange rate in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation adjustments in stockholders' equity as a component of accumulated other comprehensive income. | |
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. | |
Short-Term Investments | Short-Term Investments |
Short-term investments include certificates of deposit with original maturities of greater than three months. The cost of the certificates of deposit approximates fair value. The Company classifies these investments as held-to-maturity securities in accordance with the provisions of ASC-320-10. | |
Grants and Accounts Receivable | Grants and Accounts Receivable |
Grants receivable represent amounts due from U.S. government agencies. | |
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 amounted to $3,756 and -0- at December 31, 2014 and December 31, 2013, respectively. | |
Inventories | Inventories |
Inventories are valued at the lower of cost or market. Cost is determined using a first-in first-out (“FIFO”) basis. At December 31, 2014 and December 31, 2013 the Company's inventory was comprised of finished goods, which amounted to $142,693 and $107,098, respectively, work in process which amounted to $326,047 and $100,528, respectively and raw materials which amounted to $68,826 and $37,982, 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. | |
Warrant Liability | Warrant Liability |
The Company recognizes the fair value of the warrants as of the date of the warrant grant using the binomial lattice valuation model. At each subsequent reporting date, the Company again measures the fair value of the warrants, and records a change to the warrant liability as appropriate, and the change is reported in the statement of operations. | |
Revenue Recognition | Revenue Recognition |
Product Sales: Revenues from sales of products are recognized 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 and product sales. 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 $142,000 and $269,000 in 2014 and 2013, 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 all of the deferred tax asset will not be realized. Under Section 382 of the Internal Revenue Code the net operating losses generated prior to the previously completed 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, 2014 or 2013. The Company files tax returns in the U.S. federal and state jurisdictions. The Company currently has no open years prior to December 31, 2011 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, the valuation of preferred shares issued as stock dividends, valuation methods used to determine the fair value of the warrant liability and valuation methods used in determining any debt discount associated with the convertible securities. | |
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, 2014, three distributors accounted for approximately 53 percent of outstanding grant and accounts receivable. As of December 31, 2013, a U.S. Government agency accounted for approximately 66 percent of outstanding accounts receivable. For the year ended December 31, 2014, approximately 24 percent of revenue was from two U.S. government grant agencies and approximately 12 percent of revenues was from one distributor. For the year ended December 31, 2013, approximately 62 percent of revenues were from two U.S. government agencies. For the year ended December 31, 2013, no other agency, distributor, or direct customer represented more than 10% of the Company's revenue. | |
Financial Instruments | Financial Instruments |
The carrying values of cash and cash equivalents, accounts receivable, 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 |
Accounting Standards Update (“ASU”) 2014-10, which for public business entities will be effective for annual reporting periods beginning after December 15, 2014 and interim periods therein (early adoption permitted), removes the definition of a development stage entity from the Accounting Standards Codification, thereby eliminating the financial reporting distinction between development stage entities from U.S. GAAP. Specifically eliminated are the requirements to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development state entity that in prior years it had been in the development stage. The Company has early adopted ASU 2014-10 within these financial statements. | |
In May 2014, the Financial Account Standards Board (“FASB”) issued ASU 2014-09, “Revenue with Contracts from Customers.” ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The ASU introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The updated guidance is effective for public entities for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2014-09 will have a significant impact on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The ASU requires all entities to evaluate for the existence of conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the issuance date of the financial statements. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the updated guidance, but the Company does not believe that the adoption of ASU 2014-15 will have a significant impact on its consolidated financial statements but may impact the Company's footnote disclosures. | |
Shipping and Handling Costs | Shipping and Handling Costs |
The cost of shipping product to customers and distributors is typically borne by the customer or distributor. The Company records shipping and handling costs in Research and Development. Total freight costs amounted to approximately $103,000 and $33,000 for the years ended December 31, 2014 and 2013 respectively. | |
Reclassifications | Reclassifications |
Certain reclassifications have been made to the December 31, 2013 financial statements in order to conform to the 2014 financial statement presentation. There was no change in the reported amount of the accumulated deficit as a result of these reclassifications. |
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | |||||||||||
Schedule of Property and Equipment, Net | Depreciation/ | ||||||||||
Amortization | |||||||||||
December 31, | 2014 | 2013 | Period | ||||||||
Furniture and fixtures | $ | 186,121 | $ | 130,716 | 7 years | ||||||
Equipment and computers | 2,000,821 | 1,952,051 | 3 to 7 years | ||||||||
Leasehold improvements | 515,515 | 462,980 | Term of lease | ||||||||
2,702,457 | 2,545,747 | ||||||||||
Less accumulated depreciation and amortization | 2,456,636 | 2,401,354 | |||||||||
Property and Equipment, Net | $ | 245,821 | $ | 144,393 |
OTHER_ASSETS_Tables
OTHER ASSETS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
OTHER ASSETS [Abstract] | |||||||||||||||||
Schedule of Other Assets | December 31, | 2014 | 2013 | ||||||||||||||
Intangible assets, net | $ | 557,528 | $ | 360,481 | |||||||||||||
Security deposits | 58,270 | 53,894 | |||||||||||||||
Total | $ | 615,798 | $ | 414,375 | |||||||||||||
Schedule of Intangible Assets | December 31, | 2014 | 2013 | ||||||||||||||
Gross | Accumulated | Gross | Accumulated | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Patents | $ | 706,796 | $ | 149,268 | $ | 492,631 | $ | 132,150 |
ACCRUED_EXPENSES_AND_OTHER_CUR1
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |||||||||
Schedule of accrued expenses and other current liabilities | 2014 | 2013 | |||||||
Professional fees | $ | 293,758 | $ | 80,880 | |||||
Travel and entertainment | 107,542 | - | |||||||
Clinical study costs | 36,465 | 15,016 | |||||||
Sales, payroll and income taxes payable | 64,745 | 179,970 | |||||||
Accrued salaries and commissions | 204,515 | - | |||||||
Accrued royalties | 45,200 | 15,000 | |||||||
Customer deposits | 30,000 | - | |||||||
Board of Director fees | 11,250 | - | |||||||
Accrued interest | - | 25,326 | |||||||
Accrued financing costs | - | 36,371 | |||||||
Other | 31,409 | 9,137 | |||||||
$ | 824,884 | $ | 361,700 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INCOME TAXES [Abstract] | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | 2014 | 2013 | ||||||
Federal statutory rate | (34.0 | )% | (34.0 | )% | ||||
Decrease resulting from: | ||||||||
Non-deductible expenses | 1 | 2.9 | ||||||
Timing differences | (1.0 | ) | 0.9 | |||||
Change in valuation allowance | 34 | 29.8 | ||||||
Net operating losses | — | 0.4 | ||||||
Effective tax rate | — | % | — | % |
WARRANT_LIABILITY_Tables
WARRANT LIABILITY (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
WARRANT LIABILITY [Abstract] | ||||||||
Schedule of Warrant Liability | Initial | |||||||
December 31, | Measurement | |||||||
2014 | March 11, 2014 | |||||||
Number of shares underlying the warrants | 816,000 | 816,000 | ||||||
Exercise price | $ | 7.8125 | $ | 7.8125 | ||||
Volatility | 28.3 | % | 28.3 | % | ||||
Risk-free interest rate | 1.43 | % | 1.62 | % | ||||
Expected dividend yield | 0 | 0 | ||||||
Expected warrant life (years) | 4.19 | 5 | ||||||
Stock price | $ | 10.22 | $ | 6 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Schedule of Future Minimum Payments Under Operating Leases | Year ending December 31, | ||||
2015 | $ | 211,240 | |||
2016 | 98,445 | ||||
Total | $ | 309,685 |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
STOCKHOLDERS' EQUITY [Abstract] | |||||||||||||||||||
Summary of Stock Option Activity | Weighted | ||||||||||||||||||
Weighted | Average | ||||||||||||||||||
Average | Remaining | ||||||||||||||||||
Exercise | Contractual | ||||||||||||||||||
Shares | per Share | Life (Years) | |||||||||||||||||
Outstanding January 1, 2013 | 1,466,709 | $ | 5.75 | 6.1 | |||||||||||||||
Granted | 563,040 | $ | 2.75 | 5.5 | |||||||||||||||
Cancelled | (89,400 | ) | $ | 3 | — | ||||||||||||||
Expired | (1,129 | ) | $ | 192.75 | — | ||||||||||||||
Exercised | (22,269 | ) | $ | 1 | — | ||||||||||||||
Outstanding, December 31, 2013 | 1,916,951 | $ | 5 | 5.1 | |||||||||||||||
Granted | 732,800 | $ | 5.02 | 8.7 | |||||||||||||||
Cancelled | (227,810 | ) | $ | 3.26 | — | ||||||||||||||
Expired | (2,502 | ) | $ | 45.8 | — | ||||||||||||||
Exercised | (117,252 | ) | $ | 0.97 | — | ||||||||||||||
Outstanding, December 31, 2014 | 2,302,187 | $ | 5.37 | 6.1 | |||||||||||||||
Summary of Status of Non-Vested Options | Weighted | ||||||||||||||||||
Average | |||||||||||||||||||
Grant | |||||||||||||||||||
Date | |||||||||||||||||||
Shares | Fair | ||||||||||||||||||
Value | |||||||||||||||||||
Non-vested, December 31, 2012 | 536,720 | $ | 0.85 | ||||||||||||||||
Granted | 732,800 | 1.47 | |||||||||||||||||
Cancelled | (194,450 | ) | 0.83 | ||||||||||||||||
Vested | (200,540 | ) | 1.91 | ||||||||||||||||
Non-vested, December 31, 2013 | 874,530 | $ | 1.37 | ||||||||||||||||
Warrants to Purchase Common Stock | Number of Shares | Warrant Exercise | Warrant | ||||||||||||||||
To be Purchased | Price per Share | Expiration Date | |||||||||||||||||
70,000 | $ | 2.5 | 16-Aug-15 | ||||||||||||||||
64,000 | $ | 3.125 | 16-Aug-15 | ||||||||||||||||
53,335 | $ | 3.75 | 16-Aug-15 | ||||||||||||||||
19,600 | $ | 2.5 | October 22, 2015 | ||||||||||||||||
7,840 | $ | 3.125 | October 22, 2015 | ||||||||||||||||
6,535 | $ | 3.75 | October 22, 2015 | ||||||||||||||||
20,000 | $ | 2.5 | November 19, 2015 | ||||||||||||||||
8,000 | $ | 3.125 | November 19, 2015 | ||||||||||||||||
6,667 | $ | 3.75 | November 19, 2015 | ||||||||||||||||
28,000 | $ | 2.5 | February 15, 2016 | ||||||||||||||||
61,600 | $ | 3.125 | February 15, 2016 | ||||||||||||||||
56,670 | $ | 3.75 | February 15, 2016 | ||||||||||||||||
9,605 | $ | 31.25 | October 24, 2016 | ||||||||||||||||
46,668 | $ | 4.375 | February 15, 2017 | ||||||||||||||||
175,680 | $ | 3.75 | 21-Jun-18 | ||||||||||||||||
134,000 | $ | 3.15 | September 30, 2018 | ||||||||||||||||
48,960 | $ | 7.5 | 11-Mar-19 | ||||||||||||||||
796,000 | $ | 7.8125 | 11-Mar-19 | ||||||||||||||||
1,613,160 |
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
BASIS OF PRESENTATION [Abstract] | ||
Accumulated deficit | ($124,394,120) | ($105,805,775) |
Net loss | ($9,321,672) | ($4,677,795) |
PRINCIPAL_BUSINESS_ACTIVITY_AN2
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Dec. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 07, 2014 | Dec. 02, 2014 | |
item | |||||
Principal Business Activity and Summary of Significant Accounting Policies [Line Items] | |||||
Number of countries in which entity's product marketed | 29 | ||||
Number of patents issued | 32 | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 25 | ||||
Common Stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred Stock, shares authorized | 5,000,000 | ||||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | ||
Foreign currency translation losses | $386,000 | $14,000 | |||
Allowance for doubtful accounts | $3,756 | $0 | |||
Common Stock [Member] | |||||
Principal Business Activity and Summary of Significant Accounting Policies [Line Items] | |||||
Common Stock, shares authorized | 50,000,000 | 800,000,000 | |||
Percentage of common stock reduced after reverse stock split | 96.00% | ||||
Common Stock, Par Value | 0.001 | ||||
Preferred Stock [Member] | |||||
Principal Business Activity and Summary of Significant Accounting Policies [Line Items] | |||||
Preferred Stock, shares authorized | 5,000,000 | 100,000,000 | |||
Minimum [Member] | |||||
Principal Business Activity and Summary of Significant Accounting Policies [Line Items] | |||||
Amortization Period | 3 years | ||||
Maximum [Member] | |||||
Principal Business Activity and Summary of Significant Accounting Policies [Line Items] | |||||
Amortization Period | 12 years |
PRINCIPAL_BUSINESS_ACTIVITY_AN3
PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | ||
Inventory of finished goods | $142,693 | $107,098 |
Inventory of work in progress | 326,047 | 100,528 |
Inventory of raw materials | 68,826 | 37,982 |
Advertising | 142,000 | 269,000 |
Freight costs | $103,000 | $33,000 |
Grant and accounts receivable[Member] | Credit concentration risk [Member] | U.S. government agency [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 66.00% | |
Grant and accounts receivable[Member] | Credit concentration risk [Member] | Distributor [Member] | ||
Concentration Risk [Line Items] | ||
Number of distributors | 3 | |
Concentration risk percentage | 53.00% | |
Revenue [Member] | Customer concentration risk [Member] | U.S. government agency [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | 62.00% |
Number of government agencies | 2 | 2 |
Revenue [Member] | Customer concentration risk [Member] | Distributor [Member] | ||
Concentration Risk [Line Items] | ||
Number of distributors | 1 | |
Concentration risk percentage | 12.00% |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $2,702,457 | $2,545,747 |
Less accumulated depreciation and amortization | 2,456,636 | 2,401,354 |
Property and Equipment, Net | 245,821 | 144,393 |
Depreciation expenses | 48,429 | 39,891 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 186,121 | 130,716 |
Depreciation/Amortization Period | 7 years | |
Equipment and computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,000,821 | 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 | $515,515 | $462,980 |
Depreciation/Amortization Period, description | Term of lease |
OTHER_ASSETS_Schedule_of_Other
OTHER ASSETS (Schedule of Other Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
OTHER ASSETS [Abstract] | ||
Intangible assets, net | $557,528 | $360,481 |
Security deposits | 58,270 | 53,894 |
Total | $615,798 | $414,375 |
OTHER_ASSETS_Schedule_of_Intan
OTHER ASSETS (Schedule of Intangible Assets) (Details) (Patents [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $706,796 | $492,631 |
Accumulated Amortization | $149,268 | $132,150 |
OTHER_ASSETS_Narrative_Details
OTHER ASSETS (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OTHER ASSETS [Abstract] | ||
Amortization expense | $17,118 | $24,459 |
2015 | 26,500 | |
2016 | 26,500 | |
2017 | 21,000 | |
2018 | 14,100 | |
2019 | $14,000 |
ACCRUED_EXPENSES_AND_OTHER_CUR2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Professional fees | $293,758 | $80,880 |
Travel and entertainment | 107,542 | |
Clinical study costs | 36,465 | 15,016 |
Sales, payroll and income taxes payable | 64,745 | 179,970 |
Accrued salaries and commissions | 204,515 | |
Accrued royalties | 45,200 | 15,000 |
Customer deposits | 30,000 | |
Board of Director fees | 11,250 | |
Accrued interest | 25,326 | |
Accrued financing costs | 36,371 | |
Other | 31,409 | 9,137 |
Accrued expenses and other current liabilities | $824,884 | $361,700 |
CONVERTIBLE_NOTES_Details
CONVERTIBLE NOTES (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Jun. 21, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||
Promissory notes, aggregate principal amount | $745,000 | $1,098,000 | ||
Promissory note, maturity period | 1 year | 1 year | ||
Interest rate | 8.00% | 8.00% | ||
Promissory note, convertible, conversion price per share | $3.13 | $3.13 | ||
Percentage of principal amount used to calculate shares of common stock for warrant coverage | 50.00% | 50.00% | ||
Exercise price of warrant | $2.50 | $3.75 | ||
Common shares issued in exchange for convertible notes | 379,469 | |||
Proceeds from borrowing | 1,843,000 | |||
Fair value of convertible notes | 1,511,883 | |||
Fair value of warrants | 171,012 | |||
Debt instrument, beneficial conversion feature | 160,105 | |||
Interest expense | $199,000 | $311,000 | ||
Purchasers Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Common shares issued in exchange for convertible notes | 351,360 | 298,000 | ||
Interest [Member] | ||||
Debt Instrument [Line Items] | ||||
Common shares issued in exchange for convertible notes | 28,109 | 23,840 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||
Tax losses | ($7,700,000) | ($3,300,000) |
Proceeds from the sale of prior unused net operating loss carryovers | 386,000 | 458,000 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | 31,663,000 | |
Expiration of operating loss carry forwards | 31-Dec-34 | |
New Jersey [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $7,700,000 | |
Expiration of operating loss carry forwards | 31-Dec-34 |
INCOME_TAXES_Schedule_of_Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
INCOME TAXES [Abstract] | ||
Federal statutory rate | -34.00% | -34.00% |
Non-deductable expenses | 1.00% | 2.90% |
Timing differences | -1.00% | 0.90% |
Change in valuation allowance | 34.00% | 29.80% |
Net operating losses | 0.40% | |
Effective tax rate |
WARRANT_LIABILITY_Schedule_of_
WARRANT LIABILITY (Schedule of Warranty Liability) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Mar. 07, 2014 | Mar. 11, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
WARRANT LIABILITY [Abstract] | ||||
Number of securities called by warrants | 816,000 | 816,000 | 816,000 | |
Exercise price | $7.81 | $7.81 | $7.81 | |
Volatility | 28.30% | 28.30% | ||
Risk free interest rate | 1.62% | 1.43% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Expected warrant life (years) | 5 years | 5 years | 4 years 2 months 8 days | |
Stock price | $6.25 | $6 | $10.22 | |
Fair value of warrant liability upon issuance | $862,920 | |||
Change in warrant liability | ($2,118,498) |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | 7-May-13 | Aug. 11, 2013 | Sep. 01, 2006 | |
Commitments and Contingencies Disclosure [Line Items] | |||||
Rent expenses | $328,000 | $315,000 | |||
Chief Financial Officer [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Management services agreement, payment | 200,000 | ||||
Option to purchase | 40,000 | ||||
Price per stock option | $2.90 | ||||
Chief Financial Officer [Member] | Installment One [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Option to purchase | 20,000 | ||||
Chief Financial Officer [Member] | Installment Two [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Option to purchase | 20,000 | ||||
Royalty Agreements [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Equity investment by an existing investor | 4,000,000 | ||||
Future royalty payment percentage on gross gross revenue | 3.00% | ||||
Royalty cost | 93,000 | 26,000 | |||
License Agreement [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Term of License Agreement | 18 years | ||||
Royalty rate, lower limit | 2.50% | ||||
Royalty rate, upper limit | 5.00% | ||||
Royalty cost | $77,000 | $21,000 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Payments Under Operating Leases) (Details) (USD $) | Dec. 31, 2014 |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
2015 | $211,240 |
2016 | 98,445 |
Total | $309,685 |
STOCKHOLDERS_EQUITY_Conversion
STOCKHOLDERS' EQUITY (Conversion of Series A and Series B Preferred Stock into Common Stock) (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Oct. 09, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 11, 2014 | Mar. 07, 2014 | |
Subsequent Event [Line Items] | |||||
Preferred Stock, shares authorized | 5,000,000 | ||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ||
Stated value (in dollars per share) | $10.22 | $6 | $6.25 | ||
Number of shares converted into common stock | 92,712.27 | ||||
Series A Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred Stock, shares authorized | 0 | 12,000,000 | |||
Preferred stockholders percentage who elect to convert into common Stock | 80.00% | ||||
Common stock, par value (in dollars per share) | 0.001 | ||||
Effectiveness of the Preferred Stock Series Amendment, the percent of preferred stockholders, who elect to convert into Common Stock | 88.00% | ||||
Number of shares converted into common stock | 1,894,969 | 1,894,969 | 0 | ||
Number of common stock issued upon conversion | 4,133 | ||||
Preferred stock, shares issued | 0 | 1,759,666 | |||
Preferred stock, shares outstanding | 0 | 1,759,666 | |||
Issuance of shares of stock as a dividend | 135,303 | 165,502 | |||
Preferred stock, par value | $1 | $1 | |||
Preferred stock dividends | $238,313 | $16,601 | |||
Series A Preferred Stock [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion price (in dollars per share) | 31.25 | ||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion price (in dollars per share) | 19.25 | ||||
Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Divided rate (as a percent) | 10.00% | ||||
Conversion price (in dollars per share) | 0.9 | ||||
Effectiveness of the Preferred Stock Series Amendment, the percent of preferred stockholders, who elect to convert into Common Stock | 93.00% | ||||
Stated value (in dollars per share) | 100 | ||||
Number of shares converted into common stock | 84,283.99 | 93,836.50 | 198.27 | ||
Number of common stock issued upon conversion | 409,778 | ||||
Issuance of shares of stock as a dividend | 14,499.96 | 7,461.55 | |||
Preferred stock, par value | $100 | $100 | |||
Preferred stock dividends | $9,028,360 | $2,378,919 |
STOCKHOLDERS_EQUITY_Common_Sto
STOCKHOLDERS' EQUITY (Common Stock,Stock Option Plans and Stock-based Compensation) (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Mar. 07, 2014 | Mar. 11, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Jan. 14, 2015 | Jan. 31, 2015 | Feb. 14, 2014 | Dec. 31, 2012 | Dec. 03, 2014 | Dec. 02, 2014 | Aug. 31, 2014 | |
Stockholders Equity [Line Items] | |||||||||||||
Number of preferred shares converted | 1,632,000 | ||||||||||||
Conversion of convertible notes to common share | $10,200,000 | $1,990,440 | $1,226,042 | ||||||||||
Common stock price | $6.25 | $6 | $10.22 | ||||||||||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | ||||||||||
Number of shares of common stock that can be purchased by warrant | 0.5 | ||||||||||||
Exercise price | $7.81 | $7.81 | $7.81 | ||||||||||
Shares called by options | 816,000 | 816,000 | 816,000 | ||||||||||
Expected life | 5 years | 5 years | 4 years 2 months 8 days | ||||||||||
Proceeds from issuance of common stock | 9,451,000 | ||||||||||||
Purchase agreement, amount of shares | 16,575,000 | 8,500,000 | 2,762,500 | ||||||||||
Cash placement agent fee as a percentage of the gross proceeds of the sale of the Units | 6.00% | ||||||||||||
Out-of-pocket expenses as a percentage of gross proceeds from the transaction | 2.00% | ||||||||||||
Maximum number of common stock authorized for issuance | 50,000,000 | 50,000,000 | |||||||||||
Period for purchase of common stock under agreement | 32 months | ||||||||||||
Outstanding options | 2,302,187 | 1,916,951 | 1,466,709 | ||||||||||
Stock-based compensation expense | 695,800 | 456,900 | |||||||||||
Expected volatility rate | 28.30% | 28.30% | |||||||||||
Expected dividends | 0.00% | 0.00% | |||||||||||
Risk free interest rate, minimum | 0.93% | ||||||||||||
Risk free interest rate, maximum | 2.06% | ||||||||||||
Weighted-average fair value of options granted | $1.48 | $0.75 | |||||||||||
Exercise price, lower limit | $0.88 | ||||||||||||
Exercise price, upper limit | $539.25 | ||||||||||||
Aggregate intrinsic value of options outstanding and exercisable | 10,001,000 | ||||||||||||
Options exercisable | 1,427,657 | ||||||||||||
Exercisable - weighted average exercise price | $5.80 | ||||||||||||
Unrecognized compensation cost related to stock option | 389,000 | ||||||||||||
Non-vested options expected to vest | 548,000 | ||||||||||||
Amount of expnses included in current year | 695,841 | 456,937 | |||||||||||
Preferred stock, shares reserved for future issuance | 624,000 | ||||||||||||
2006 Stock Option Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock shares reserved for future issuance | 1,600,000 | ||||||||||||
Outstanding options | 1,375,000 | ||||||||||||
2014 Stock Option Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock shares reserved for future issuance | 3,100,000 | ||||||||||||
Outstanding options | 927,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Exercise price | $2.88 | ||||||||||||
Expected life | 5 years | ||||||||||||
Maximum [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Exercise price | $8.05 | ||||||||||||
Expected life | 10 years | ||||||||||||
Research and development [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Stock-based compensation expense | 143,700 | 112,500 | |||||||||||
General and administrative [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Stock-based compensation expense | 552,100 | 344,400 | |||||||||||
Common Stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common Stock, Par Value | $0.00 | ||||||||||||
Maximum number of common stock authorized for issuance | 50,000,000 | 800,000,000 | |||||||||||
Issuance of common stock for cash, shares | 99,336 | 840,851 | |||||||||||
Issuance of common stock for commitment fee | 44,922 | 20,000 | |||||||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Purchase agreement, amount of shares | 8,500,000 | 8,500,000 | |||||||||||
Amount of shares that can be sold as often as every two business days | 50,000 | ||||||||||||
Issuance price of common stock per share | $3.09 | $2.80 | $2.50 | ||||||||||
Issuance of common stock for cash, shares | 46,154 | ||||||||||||
Value of common stock that remained unused under agreement at the time of expiration | 2,400,000 | ||||||||||||
Additional shares issued | 65,385 | ||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Purchase agreement, amount of shares | 6,000,000 | ||||||||||||
Amount of shares that can be sold as often as every two business days | 50,000 | ||||||||||||
Issuance price of common stock per share | $2.50 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock price | $8.25 | ||||||||||||
Proceeds from issuance of common stock | 9,409,000 | ||||||||||||
Issuance of common stock for cash, shares | 1,250,000 | ||||||||||||
Stock-based compensation expense | 637,000 | ||||||||||||
Number of options awarded due to achievement of certain specific 2014 milestones | 441,380 | ||||||||||||
Amount of expnses included in current year | $486,000 |
STOCKHOLDERS_EQUITY_Summary_of
STOCKHOLDERS' EQUITY (Summary of Stock Option Activity) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | |||
Outstanding, beginning balance | 1,916,951 | 1,466,709 | |
Granted | 732,800 | 563,040 | |
Cancelled | -227,810 | -89,400 | |
Expired | -2,502 | -1,129 | |
Exercised | -117,252 | -22,269 | |
Outstanding, ending balance | 2,302,187 | 1,916,951 | 1,466,709 |
Weighted Average Exercise Price per Share | |||
Outstanding, beginning balance | $5 | $5.75 | |
Granted | $5.02 | $2.75 | |
Cancelled | $3.26 | $3 | |
Expired | $45.80 | $192.75 | |
Exercised | $0.97 | $1 | |
Outstanding, ending balance | $5.37 | $5 | $5.75 |
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding | 6 years 1 month 6 days | 5 years 1 month 6 days | 6 years 1 month 6 days |
Granted | 8 years 8 months 12 days | 5 years 6 months |
STOCKHOLDERS_EQUITY_Summary_of1
STOCKHOLDERS' EQUITY (Summary of Status of Non-Vested Options) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Shares | |
Non-vested, beginning balance | 536,720 |
Granted | 732,800 |
Cancelled | -194,450 |
Vested | -200,540 |
Non-vested, ending balance | 874,530 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance | $0.85 |
Granted | $1.47 |
Cancelled | $0.83 |
Vested | $1.91 |
Non-vested, ending balance | $1.37 |
STOCKHOLDERS_EQUITY_Warrants_t
STOCKHOLDERS' EQUITY (Warrants to Purchase Common Stock) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 1,613,160 |
Warrant 1 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 70,000 |
Warrant Exercise Price per Share | $2.50 |
Warrant Expiration Date | 16-Aug-15 |
Warrant 2 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 64,000 |
Warrant Exercise Price per Share | $3.13 |
Warrant Expiration Date | 16-Aug-15 |
Warrant 3 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 53,335 |
Warrant Exercise Price per Share | $3.75 |
Warrant Expiration Date | 16-Aug-15 |
Warrant 4 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 19,600 |
Warrant Exercise Price per Share | $2.50 |
Warrant Expiration Date | October 22, 2015 |
Warrant 5 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 7,840 |
Warrant Exercise Price per Share | $3.13 |
Warrant Expiration Date | October 22, 2015 |
Warrant 6 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 6,535 |
Warrant Exercise Price per Share | $3.75 |
Warrant Expiration Date | October 22, 2015 |
Warrant 7 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 20,000 |
Warrant Exercise Price per Share | $2.50 |
Warrant Expiration Date | November 19, 2015 |
Warrant 8 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 8,000 |
Warrant Exercise Price per Share | $3.13 |
Warrant Expiration Date | November 19, 2015 |
Warrant 9 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 6,667 |
Warrant Exercise Price per Share | $3.75 |
Warrant Expiration Date | November 19, 2015 |
Warrant 10 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 28,000 |
Warrant Exercise Price per Share | $2.50 |
Warrant Expiration Date | February 15, 2016 |
Warrant 11 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 61,600 |
Warrant Exercise Price per Share | $3.13 |
Warrant Expiration Date | February 15, 2016 |
Warrant 12 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 56,670 |
Warrant Exercise Price per Share | $3.75 |
Warrant Expiration Date | February 15, 2016 |
Warrant 13 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 9,605 |
Warrant Exercise Price per Share | $31.25 |
Warrant Expiration Date | October 24, 2016 |
Warrant 14 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 46,668 |
Warrant Exercise Price per Share | $4.38 |
Warrant Expiration Date | February 15, 2017 |
Warrant 15 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 175,680 |
Warrant Exercise Price per Share | $3.75 |
Warrant Expiration Date | 21-Jun-18 |
Warrant 16 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 134,000 |
Warrant Exercise Price per Share | $3.15 |
Warrant Expiration Date | September 30, 2018 |
Warrant 17 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 48,960 |
Warrant Exercise Price per Share | $7.50 |
Warrant Expiration Date | 11-Mar-19 |
Warrant 18 | |
Stockholders Equity [Line Items] | |
Number of Shares To be Purchased | 796,000 |
Warrant Exercise Price per Share | $7.81 |
Warrant Expiration Date | 11-Mar-19 |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options and Warrants [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Number of shares excluded from the calculation of diluted loss per share | 3,915,000 | 2,974,000 |
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 | 0 | 8,827,720 |
Convertible Notes [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Number of shares excluded from the calculation of diluted loss per share | 0 | 649,360 |
RETIREMENT_PLAN_Details
RETIREMENT PLAN (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
RETIREMENT PLAN [Abstract] | |
Maximum percentage of employee's eligible compensation that may defer | 100.00% |
Percentage of participants' contributions matched by Company | 20.00% |
Percentage of compensation contribution that is subject to Company matching | 5.00% |
Amount of matching contributions | $10,500 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Mar. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 14, 2015 | Jan. 31, 2015 | Mar. 11, 2014 | |
Subsequent Event [Line Items] | ||||||
Share price | $6.25 | $10.22 | $6 | |||
Value of common stock issued under underwritten public offering | $300,000 | $2,299,967 | ||||
Proceeds from issuance of common stock | 9,451,000 | |||||
Proceeds from the sale of prior unused net operating loss carryovers | 386,000 | 458,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock issued under underwritten public offering | 1,250,000 | |||||
Share price | $8.25 | |||||
Value of common stock issued under underwritten public offering | 10,312,500 | |||||
Proceeds from issuance of common stock | 9,409,000 | |||||
Out-of-pocket expenses | 85,000 | |||||
Proceeds from the sale of prior unused net operating loss carryovers | $385,642 | |||||
Subsequent Event [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Underwriters discounts and commissions as a percentage of the gross proceeds of the sale of the shares in the Offering | 6.00% | |||||
Purchase of common stock share as percentage of number of shares sold in offering | 3.00% | |||||
Exercisable period | 5 years | |||||
Exercise price as percentage of public offering price | 120.00% |