Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'ProUroCare Medical Inc. | ' |
Entity Central Index Key | '0001222244 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'PUMD | ' |
Entity Common Stock, Shares Outstanding | ' | 18,604,737 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Cash | $970 | $73,159 |
Restricted cash | 150,000 | 0 |
Prepaid expenses | 74,305 | 133,325 |
Total current assets | 225,275 | 206,484 |
Equipment and furniture, net | 21,238 | 23,632 |
Debt issuance cost, net | 337,234 | 5,246 |
Assets | 583,747 | 235,362 |
Liabilities and Shareholders' Deficit | ' | ' |
Notes payable, bank | 650,025 | 600,000 |
Convertible debt, net of discount | 595,798 | 1,193,116 |
Notes payable, other | 184,593 | 109,266 |
Accounts payable | 935,858 | 838,918 |
Accrued expenses | 1,314,915 | 1,008,933 |
Advances from related parties | 122,500 | 0 |
Debt offering subscriptions received | 150,000 | 0 |
Total current liabilities | 3,953,689 | 3,750,233 |
Commitments and contingencies: | ' | ' |
Long-term notes payable, bank | 0 | 100,025 |
Long-term convertible debt, net of discount | 772,884 | 200,000 |
Total liabilities | 4,726,573 | 4,050,258 |
Shareholders' deficit: | ' | ' |
Common stock, $0.000001 par. Authorized 50,000,000 shares; 18,468,855 and 18,278,795 shares issued and outstanding on September 30, 2013 and December 31, 2012, respectively | 184 | 183 |
Additonal paid-in capital | 36,251,864 | 35,106,535 |
Deficit accumulated during development stage | -40,394,874 | -38,921,614 |
Total shareholders' deficit | -4,142,826 | -3,814,896 |
Liabilities and Stockholders' Equity, Total | $583,747 | $235,362 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock , par value (in dollars per share) | $0.00 | $0.00 |
Common stock , shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock , shares issued (in shares) | 18,468,855 | 18,278,795 |
Common stock , shares outstanding (in shares) | 18,468,855 | 18,278,795 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 169 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | $3,304 | $19,460 | $61,784 | $784,860 | $8,938,261 |
General and administrative | 212,784 | 181,719 | 777,380 | 821,362 | 16,776,926 |
Total operating expense | 216,088 | 201,179 | 839,164 | 1,606,222 | 25,715,187 |
Operating loss | -216,088 | -201,179 | -839,164 | -1,606,222 | -25,715,187 |
Incentive for early warrant exericise | 0 | 0 | 0 | 0 | -1,999,622 |
Incentive for early warrant exercise-related parties | 0 | 0 | 0 | 0 | -727,481 |
Interest income | 0 | 0 | 0 | 0 | 23,867 |
Interest expense-other | -48,156 | -40,385 | -167,200 | -105,338 | -5,879,021 |
Interest expense-related parties | -46,178 | -19,743 | -83,311 | -53,745 | -2,490,252 |
Debt extinguishment expense | -33,655 | -25,846 | -149,451 | -101,786 | -1,711,777 |
Debt extinguishment expense-related parties | -63,750 | -191,490 | -234,134 | -456,534 | -1,895,401 |
Net loss | ($407,827) | ($478,643) | ($1,473,260) | ($2,323,625) | ($40,394,874) |
Net loss per common share | ' | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.02) | ($0.03) | ($0.08) | ($0.14) | ($7.11) |
Weighted average number of shares outstanding: | ' | ' | ' | ' | ' |
Basic and diluted (in shares) | 18,438,717 | 17,760,769 | 18,375,888 | 17,183,340 | 5,676,339 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 169 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($1,473,260) | ($2,323,625) | ($40,394,874) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 2,394 | 306 | 25,087 |
Gain on sale of furniture and equipment | 0 | 0 | -2,200 |
Stock-based compensation and consulting | 35,976 | 6,981 | 2,798,637 |
Common stock issued for services rendered | 28,137 | 98,053 | 555,250 |
Common stock issued for debt issuance cost | 0 | 0 | 177,086 |
Notes payable issued for intangibles expensed as research and development | 0 | 0 | 150,000 |
Note payable issued for interest | 0 | 1,000 | 1,000 |
Convertible note issued for services rendered | 0 | 0 | 2,700 |
Warrants issued for services | 89,850 | 0 | 773,220 |
Warrants issued for debt issuance cost | 0 | 0 | 1,782,828 |
Warrants issued for early warrant exercise incentive | 0 | 0 | 2,727,103 |
Units issued for interest | 0 | 0 | 8,700 |
Units issued for debt extinguisment | 0 | 0 | 870,981 |
Amortization of original issue discount on debt | 17,566 | 11,609 | 2,692,914 |
Amortization of debt issuance costs | 383,585 | 562,276 | 4,219,603 |
Bargain conversion option added to note payable- related party for debt extinguishment | 0 | 0 | 48,214 |
Write-off debt issuance cost for debt extinguishment | 0 | 0 | 42,797 |
Write-off of deferred offering cost | 0 | 0 | 59,696 |
License rights expensed as research and development, paid by issuance of common stock to CS Medical Technologies, LLC | 0 | 0 | 475,000 |
License rights expensed as research and development, paid by issuance of common stock to Profile, LLC | 0 | 0 | 1,713,600 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 59,020 | -24,660 | -17,121 |
Accounts payable | 72,866 | 81,506 | 3,679,034 |
Accrued expenses | 414,620 | 763,446 | 1,654,548 |
Net cash used in operating activities | -369,246 | -823,108 | -15,956,197 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of equipment and furniture | 0 | 0 | -46,325 |
Deposit into a restricted cash account | -150,000 | 0 | -194,214 |
Withdrawal from a restricted cash account | 0 | 0 | 44,214 |
Net cash used in investing activities | -150,000 | 0 | -196,325 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds of note payable, bank | 0 | 0 | 700,000 |
Payments of note payable, bank | -50,000 | -200,000 | -1,750,000 |
Proceeds of notes payable | 99,312 | 295,627 | 1,319,412 |
Payment of notes payable | -86,096 | -74,172 | -1,866,718 |
Proceeds of notes payable - related party | 0 | 0 | 1,346,596 |
Payments of notes payable - related party | 0 | 0 | -289,300 |
Proceeds from long-term convertible notes payable and bank debt | 107,500 | 0 | 4,464,862 |
Proceeds from long-term convertible notes payable - related party | 0 | 200,000 | 1,913,500 |
Payments of convertible notes payable | -10,000 | ' | -10,000 |
Payments on long-term bank debt | 0 | 0 | -600,000 |
Net proceeds from warrants | 0 | 0 | 104,500 |
Proceeds from exercise of warrants | 0 | 0 | 2,406,788 |
Payments for debt issuance costs | -2,500 | 0 | -798,227 |
Payment for rescission of common stock | 0 | 0 | -100,000 |
Payments for offering expenses | 0 | 0 | -651,962 |
Cost of reverse merger | 0 | 0 | -162,556 |
Advances from related parties | 238,841 | 0 | 238,841 |
Proceeds from debt subscription agreement | 150,000 | 0 | 150,000 |
Net proceeds from issuance of common stock | 0 | 707,000 | 9,737,756 |
Net cash provided by financing activities | 447,057 | 928,455 | 16,153,492 |
Net increase (decrease) in cash | -72,189 | 105,347 | 970 |
Cash, beginning of the period | 73,159 | 25,843 | 0 |
Cash, end of the period | $970 | $131,190 | $970 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows - Supplemental cash flow information (USD $) | 9 Months Ended | 169 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Supplemental cash flow information: | ' | ' | ' |
Cash paid for interest | $26,797 | $38,785 | $1,058,965 |
Non-cash investing and financing activities: | ' | ' | ' |
Offering costs included in accounts payable | 0 | 0 | 371,808 |
Deferred offering costs offset against gross proceeds of offering | 0 | 0 | 823,078 |
Debt issuance costs included in accounts payable | 0 | 0 | 114,156 |
Debt issuance costs included in accrued expenses | 0 | ' | 160,044 |
Warrants issued for debt issuance costs | 732,725 | 91,125 | 1,628,805 |
Warrants issued for services rendered | 0 | 0 | 12,500 |
Prepaid expenses financed by note payable | 0 | 0 | 246,871 |
Issuance of note payable for redemption of common stock | 0 | 0 | 650,000 |
Notes payable tendered for warrant exercise | 0 | 0 | 1,077,982 |
Conversion of accounts payable to note payable | 0 | 0 | 253,906 |
Conversion of accrued expenses to note payable | 12,111 | 0 | 25,680 |
Convertible debt issued in lieu of cash for accrued expenses | 0 | 0 | 31,413 |
Convertible debt issued in lieu of cash for accounts payable | 0 | 0 | 65,698 |
Convertible debt issued as debt issuance costs related to guarantee of long-term debt (recorded as a beneficial conversion in additional paid-in capital) applied to accounts payable | 0 | 0 | 733,334 |
Conversion of accrued expenses to equity | 150,341 | 160,044 | 836,486 |
Conversion of notes payable to equity | 0 | 0 | 610,300 |
Conversion of convertible debt to equity | 0 | 0 | 2,991,742 |
Conversion of notes payable to convertible notes payable | 0 | 20,000 | 220,000 |
Common stock issued in lieu of cash for accrued expenses | 0 | 0 | 271,553 |
Common stock issued in lieu of cash for accounts payable | 18,801 | 4,971 | 246,063 |
Common stock issued in lieu of cash for accrued development cost | 0 | 0 | 2,065,385 |
Common stock issued for debt issuance cost | 0 | 486,408 | 1,611,571 |
Deposits applied to note payable and accrued interest | 0 | 0 | 142,696 |
Deposits applied to accounts payable | 0 | 0 | 45,782 |
Assumption of liabilities in the Profile, LLC transaction | 0 | 0 | 25,000 |
Proceeds from sale of furniture and equipment | 0 | 0 | 2,200 |
Deposits applied to accrued expenses | $0 | $0 | $1,076 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies. | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' |
(1) Description of Business and Summary of Significant Accounting Policies. | |
(a) Description of Business, Development Stage Activities | |
ProUroCare Medical Inc. (“ProUroCare,” the “Company,” “we” or “us”) is engaged in the business of developing for market innovative products for the detection and characterization of male urological prostate disease. The primary focus of the Company is currently the prostate imaging device, known as the ProUroScan TM System, which is designed to produce an image of the prostate as an adjunctive aid in visualizing and documenting abnormalities of the prostate that have been detected by digital rectal examination. The Company’s developmental activities, conducted by its wholly owned operating subsidiary, ProUroCare Inc. (“PUC”) in conjunction with its development partner, Artann Laboratories, Inc. (“Artann”), have included the acquisition of several technology licenses, the purchase of intellectual property, the development of a strategic business plan and a senior management team, product development and fund raising activities. In April 2012, the ProUroScan System received initial clearance for marketing in the United States by the Food and Drug Administration (“FDA”). The Company is currently in the process of raising additional financing required to complete and obtain FDA approval of a reusable probe for the ProUroScan System and move to commercialization. | |
(b) Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments considered necessary for a fair presentation of results have been included. The consolidated balance sheet at December 31, 2012 was derived from the audited consolidated financial statements as of that date. Operating results for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company, and notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2012. | |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, PUC. Significant intercompany accounts and transactions have been eliminated in consolidation. The financial information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim periods presented. | |
(c) Net Loss Per Common Share | |
Basic and diluted loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. Dilutive common-equivalent shares have not been included in the computation of diluted net loss per share because their inclusion would be antidilutive. Antidilutive common equivalent shares issuable based on future exercise of stock options or warrants could potentially dilute basic loss per common share in subsequent years. All options and warrants outstanding were anti-dilutive for the three months and nine months ended September 30, 2013 and 2012 and the period from August 17, 1999 (Inception) to September 30, 2013 due to the Company’s net losses. 13,357,604 and 10,598,385 shares of common stock issuable under stock options, warrants and convertible debt were excluded from the computation of diluted net loss per common share for the nine months ended September 30, 2013 and 2012, respectively. | |
(d) Stock-Based Compensation | |
The Company’s policy is to grant stock options at fair value at the date of grant and to record stock-based employee compensation expense at fair value. The Company recognizes the expense related to the fair value of the award on a straight-line basis over the vesting period. | |
From time to time, the Company issues options and warrants to non-employees (typically board members or consultants). It is the Company’s policy to grant options, and stock warrants at or above the fair market value at the date of grant, determined to be the average of the last closing price of the stock over the previous 10 or 30 trading days. The fair value of options, warrants and stock issued to non-employees is measured on the earlier of the date the performance is complete or the date the consultant is committed to perform. In the event that the measurement date occurs after an interim reporting date, the options, warrants and stock are measured at their then-current fair value at each interim reporting date. The fair value so determined is expensed on a straight-line basis over the associated performance period. | |
The Company uses the Black-Scholes option-pricing model to estimate the fair value of options and warrants. In certain instances where options or warrants are issued for cash or for services rendered, the value of the service provided or money advanced is a more reliable measure of fair value. Provided that the exchange of options or warrants for cash or services is determined through an “arms-length” negotiation, the value of the cash or services is used rather than the valuation model. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option pricing models require the input of highly subjective assumptions. Because the Company’s employee and consultant stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. | |
(e) Stock-Based Loan Consideration | |
The Company issues stock and warrants to various lenders and loan guarantors in consideration for their making or guaranteeing certain loans to the Company. The Company values the stock and warrants at fair value at the date of grant, and records the value as debt issuance cost. The debt issuance cost is amortized as either debt extinguishment expense or interest expense, depending on the specific terms of loan amendments. | |
The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants, in the same manner as it values stock options (see Note 1(d) above. For the same reasons explained above with respect to the valuation model’s application to stock options, the existing valuation model may not necessarily provide a reliable single measure of the fair value of the Company’s stock warrants. | |
(f) Restricted Cash | |
The Company received $150,000 in cash payments during the nine months ended September 30, 2013, representing subscriptions to a private debt offering. Under the terms of the debt offering, the funds cannot be used by the Company until a closing on the minimum amount of the offering is held, so the cash is restricted and would be returned to the subscriber if a closing is not completed. All $150,000 of the restricted cash was converted into a new Bridge Financing in October 2013 and is unresticted as of November 5, 2013. | |
(g) Going Concern | |
The Company has incurred operating losses, accumulated deficit and negative cash flows from operations since inception, and our requirement for additional working capital to support future operations, raises substantial doubt as to our ability to continue as a going concern. As of September 30, 2013 the Company had an accumulated deficit of $40,394,874. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
Accounts_Payable
Accounts Payable | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Payable, Current [Abstract] | ' | |||||||
Accounts Payable Current [Text Block] | ' | |||||||
Note 2. Accounts Payable | ||||||||
Accounts payable are summarized as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Accounts payable, related parties | $ | 104,150 | $ | 115,151 | ||||
Accounts payable, other | 831,708 | 723,767 | ||||||
$ | 935,858 | $ | 838,918 | |||||
Accrued_Expenses
Accrued Expenses. | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
Note 3. Accrued Expenses. | ||||||||
Accrued expenses are summarized as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Accrued development expense | $ | 472,125 | $ | 515,000 | ||||
Accrued interest | 371,159 | 183,924 | ||||||
Accrued compensation | 214,375 | 118,080 | ||||||
Accrued royalties | 70,835 | 33,000 | ||||||
Accrued directors fees | 49,875 | 0 | ||||||
Other accrued expenses | 105,046 | 43,277 | ||||||
Audit fees | 31,500 | 42,000 | ||||||
Accrued loan consideration to be paid in stock | 0 | 73,652 | ||||||
$ | 1,314,915 | $ | 1,008,933 | |||||
Debt_Issuance_Costs
Debt Issuance Costs | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Financing Costs [Abstract] | ' | ||||||||||
Financing Costs Disclosure [Text Block] | ' | ||||||||||
Note 4. Debt Issuance Costs | |||||||||||
The Company’s loans have been made pursuant to loan arrangements or guarantees that include the provision of compensation to the lenders or guarantors in the form of Company common stock or warrants. The value of the compensation issued in the form of common stock or warrants is recorded as debt issuance cost and amortized over the term of the loans. | |||||||||||
Pursuant to the debt guarantees of the Company’s bank loans and loans received from individual lenders, 3,096,057 warrants valued at $786,725 were issued or accrued for issuance during the nine months ended September 30, 2013 (see Notes 4, 5 and 6). Of this, warrants valued at $ 73,652 were issued in lieu of amounts previously accrued for issuance in the form of common stock. Bank refinance fees of $ 2,500 paid in cash were recorded as debt issuance cost and immediately amortized as debt extinguishment expense. | |||||||||||
Debt issuance costs are summarized as follows: | |||||||||||
September 30, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
Debt issuance costs, gross | $ | 2,503,392 | $ | 1,787,819 | |||||||
Less amortization | -2,166,158 | -1,782,573 | |||||||||
Debt issuance costs, net | $ | 337,234 | $ | 5,246 | |||||||
Debt issuance cost amortization is recorded as either debt extinguishment expense or interest expense, depending on the specific terms of loan amendments. The amortization of debt issuance costs for the nine months ended September 30, 2013 and 2012, and the period from August 17, 1999 (Inception) to September 30, 2013 was as follows: | |||||||||||
Nine months ended September 30, | August 17, 1999 | ||||||||||
(Inception) to | |||||||||||
2013 | 2012 | September 30, 2013 | |||||||||
Amortization of expense | $ | 383,585 | $ | 562,276 | $ | 4,219,603 | |||||
Notes_Payable_Bank
Notes Payable - Bank. | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Notes Payable Bank [Abstract] | ' | |||||||||
Notes Payable Bank [Text Block] | ' | |||||||||
Note 5. Notes Payable – Bank. | ||||||||||
The following summarizes the balances of bank notes payable at September 30, 2013 and December 31, 2012: | ||||||||||
September 30, 2013 | December 31, | |||||||||
2012 | ||||||||||
Short-term notes payable, bank: | ||||||||||
Crown Bank promissory note | $ | 450,000 | $ | 500,000 | ||||||
Central Bank line of credit | 100,000 | 100,000 | ||||||||
Central Bank promissory note | 100,025 | 0 | ||||||||
Total short-term notes payable, bank | $ | 650,025 | $ | 600,000 | ||||||
Long-term notes payable, bank: | ||||||||||
Central Bank promissory note | $ | 0 | $ | 100,025 | ||||||
Crown Bank Loan | ||||||||||
On March 27, 2013, the Company refinanced its $ 500,000 promissory note with Crown Bank (the “Crown Loan”). Pursuant to the amendment, a principal reduction payment of $ 50,000 was made on March 27, 2013, with a second $50,000 reduction due on January 15, 2014 . The note matures on February 15, 2014 , and bears interest at the prime rate plus one percent, but never less than 6.0% (currently 6.0%). The Crown Loan remains secured by all Company assets and continues to be guaranteed by James L. Davis, a director of the Company and William S. Reiling, a greater than 5% shareholder of the Company (see Note 6 for consideration paid to the guarantors in the form of equity). On the renewal date, it was determined that a substantial modification of the terms of the note was made as the present value of the cash flows under the new promissory note was greater than 10% higher than the present value of the cash flows under the original note. Accordingly, the value of the warrants issued pursuant to this arrangement were recorded as debt issuance cost and are being expensed as debt extinguishment expense as they are earned. The Company recognized Crown Bank related expenses of $190,780 of debt extinguishment expense related to the warrants and $ 2,500 of debt extinguishment expense related to bank fees during the nine months ended September 30, 2013. | ||||||||||
Central Bank Loans | ||||||||||
On January 17, 2013, the Company renewed its $ 100,025 Central Bank loan. The renewed loan matures on January 17, 2014 , and bears interest at the prime rate plus one percent, with a minimum annual rate of 5.0 % (currently 5.0%). On May 11, 2013, the Company renewed its $ 100,000 Central Bank line of credit. The renewed line of credit matures on January 17, 2014 , and bears interest at the prime rate plus one percent, with a minimum annual rate of 5.0 % (currently 5%). The Central Bank facilities (the “Central Loans”) are guaranteed by an individual investor (see Note 7 for consideration paid to the guarantor in the form of equity). On the renewal dates, it was determined that a substantial modification of the terms of the Central Loans was made as the present value of the cash flows under the new promissory notes were greater than 10% higher than the present value of the cash flows under the original note. Accordingly, the value of the warrants issued pursuant to this arrangement were recorded as recorded as debt issuance cost and are being expensed as debt extinguishment expense as they are earned. The Company recognized $23,323 of debt extinguishment expense related to the Central Loans during the nine months ended September 30, 2013. | ||||||||||
Notes_Payable
Notes Payable. | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes Payable Other Than Bank [Abstract] | ' | ||||||||
Notes Payable Other Than Bank Disclosure [Text Block] | ' | ||||||||
Note 6. Notes Payable. | |||||||||
The following summarizes notes payable balances at September 30, 2013 and December 31, 2012. | |||||||||
September 30, | December 31, | ||||||||
2013 | 2013 | ||||||||
Convertible debt: | |||||||||
Secured convertible debt, related parties: | |||||||||
Bears interest at 10%, convertible at $.50 per share and matures December 26, 2014 | $ | 261,018 | -1 | $ | 261,018 | ||||
Bears interest at 10%, convertible at $.50 per share and matures September 20, 2014 | 325,000 | -1 | 325,000 | ||||||
Bears interest at 10%, convertible at $.50 per share and matures October 8, 2014 | 300,000 | -1 | 300,000 | ||||||
Bears interest at 10%, convertible at $.50 per share and matures March 31, 2015 | 200,000 | -1 | 200,000 | ||||||
Subtotal | 1,086,018 | 1,086,018 | |||||||
Secured convertible debt, other: | |||||||||
Bears interest at 10%, convertible at $.50 per share and matures September 20, 2014 | 175,000 | -1 | 175,000 | ||||||
Subtotal | 175,000 | 175,000 | |||||||
Total secured convertible debt | 1,261,018 | 1,261,018 | |||||||
Unsecured convertible debt: | |||||||||
Convertible debt, related parties, net of discount | |||||||||
Bears interest at 10%, convertible at $.50 per share and matures July 1, 2014. Shown net of $14,263 in unamortized original issue debt discount. | 10,737 | -2 | - | ||||||
10,737 | - | ||||||||
Convertible debt, other, net of discount | |||||||||
Bears interest at 10%, convertible at $0.50 per share and matures December 28, 2014 | 6,400 | -1 | 6,400 | ||||||
Bears interest at 10%, convertible at $1.30 | 60,000 | ||||||||
Bears interest at 10%, convertible at $.50 per share and matures July 12-August 5, 2014. Balance is shown net of $30,637 unamortized original issue debt discount | 19,363 | -2 | - | ||||||
Bears interest at 8%, convertible at 60% of the average of the three lowest trading prices in a 10-day period, matures October 1, 2014, net of $27,034 debt discount | 5,466 | -3 | - | ||||||
Bears interest at 10%, convertible at $1.00 per share and matured August 10, 2013 | 65,698 | 65,698 | |||||||
96,927 | 132,098 | ||||||||
Total unsecured convertible debt, net of discount | 107,664 | 132,098 | |||||||
Total convertible debt, net of discount | $ | 1,368,682 | $ | 1,393,116 | |||||
Other unsecured debt: | |||||||||
Insurance policy financing, bears interest at 3.32%, payments of $11,188 per month, matures March 31, 2014 | 66,482 | 33,266 | |||||||
Bears interest at 10%, matured August 22, 2013 | 40,000 | 40,000 | |||||||
Bears interest at 10%, matures August 13, 2014 | 78,111 | -4 | |||||||
Bears interest at 10%, matured March 22, 2013 | 21,000 | ||||||||
Bears interest at 10%, matured March 29, 2013 | 15,000 | ||||||||
Total other debt | $ | 184,593 | $ | 109,266 | |||||
-1 | As an incentive for the lender to add one year to the maturity of these notes, the Company changed the conversion price to $.50 per share, increased the interest rate to 10% and issued three-year warrants, to purchase one share, at $.50 per share, for each dollar in the extended note. | ||||||||
-2 | The Company sold "Bridge Loan" notes in July and August 2013 to a related party, for $25,000, and to unrelated parties, for $50,000, bearing interest at 10% and convertible at $.50 per share. The notes mature in 12 months from their issue date. The Company also issued three-year warrants at $.50 per share for four shares for each $1 invested. The Company recorded $57,000 of discounts on the debt for the value of the warrants issued which will be amortized over the term of the notes payable. The Company recorded expense of $12,100 included in interest expense for the three and nine months ended September 30, 2013. | ||||||||
-3 | The Company issued a convertible note on July 18, 2013 but dated June 28, 2013 to a financial institution. The note bears interest at 8%, matures October 1, 2014 and is convertible at 60% of the average of the three lowest trading prices in any 10-day period prior to maturity. The Company recorded $32,500 of discount on the debt for the value of the beneficial conversion feature which will be amortized over the term of the note payable. The Company recorded expense of $5,466 included in interest expense for the three and nine months ended September 30, 2013. | ||||||||
-4 | The Company made a payment of $20,000 to a non-related party on August 13, 2013, issued a new 10% interest note in the amount of $78,111 and a maturity of August 13, 2014, and issued a three-year warrant for 70,000 shares at $.50 per share, to repay four notes totaling $86,000 and accrued interest totaling $12,111. On August 13, 2013, it was determined a substantial modification of the terms of the note was made as the present value of the cash flows under the new promissory note was greater than 10% higher than the present value of the cash flows under the original notes. Accordingly, the value of the warrants issued pursuant to this arrangement were recorded as debt issuance cost and are being expensed as debt extinguishment expense over the terms of the new note. The Company recognized $1,749 of debt extinguishment expense related to the warrants during the three and nine months ended September 30, 2013. | ||||||||
Shareholders_Equity
Shareholders' Equity. | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||||||||||||
Note 7. Shareholders’ Equity. | ||||||||||||||||||||
Stock and Stock Options | ||||||||||||||||||||
On January 4, 2013, the Company issued 20,000 shares of its common stock to Larry Getlin, who at the time was a director, in lieu of $ 12,800 of accrued consulting fees. On March 26, 2013, the Company issued 80,000 shares of its common stock to a consultant in lieu of $ 34,000 of accrued consulting fees. | ||||||||||||||||||||
On May 16, 2013 the Company entered into a consulting agreement with Alan Shuler, its Interim Chief Financial Officer. Under terms of the consulting agreement Mr. Shuler is paid 1/3 of his consulting fees, on a monthly basis, in common stock of the Company. The value of the shares issued is determined based upon the volume weighted trading average of the Company’s common stock for all the trading days during the month. Mr. Shuler was issued 72,636 shares, with a value of $24,287, during the three months ended September 30, 2013 and 84,060 shares, with a value of $28,137, during the nine months ended September 30, 2013. The Company accrued $7,488 as of September 30, 2013 representing the value of 21,952 shares issued to Mr. Shuler in October 2013 that were earned in September 2013. | ||||||||||||||||||||
On August 22, 2013 the Company issued stock options for 25,000 shares to each of James Davis, Robert Rudelius, Scott Smith and David Kaysen as compensation for their service on the board of directors for the period August 22, 2013 to August 22, 2014. The options have an exercise price of $.50 per share and expire August 22, 2016. The value of the stock options was determined to be $.20 per share, or $20,000 in total, and this amount is amortized over a 12 month period on a straight line basis. | ||||||||||||||||||||
Stock-based compensation expense related to options and warrants for the periods ended September 30, 2013 and 2012, and the period from August 17, 1999 (inception) to September 30, 2013, is outlined below. The Company estimates the amount of future stock-based compensation expense related to currently outstanding options to be approximately $5,000 for the remaining part of the year for the year ending December 31, 2013. Shares issued upon the exercise of stock options are newly issued from the Company’s authorized shares. | ||||||||||||||||||||
Nine months ended September 30, | August 17, 1999 (Inception) to | |||||||||||||||||||
2013 | 2012 | September 30, 2013 | ||||||||||||||||||
Expense | Per Share | Expense | Per Share | Expense | Per Share | |||||||||||||||
Stock-based compensation | $ | 35,976 | $ | 0 | $ | 6,981 | $ | 0 | $ | 2,798,637 | $ | 0.49 | ||||||||
Warrants | ||||||||||||||||||||
On May 8, 2013, the Company issued 327,600 warrants to certain consultants with a value of $81,900. The five-year warrants issued will vest upon the Company’s first commercial sale of product or upon a change of control of the Company, and are exercisable at $ 0.50 per share. | ||||||||||||||||||||
Between March 12 and June 30, 2013, officers, directors, and other related parties made cash advances to the Company totaling $216,341. On May 8, 2013, the Company issued 698,046 warrants to certain of these parties in lieu of cash repayment of $116,341. The warrants issued are five-year warrants and immediately exercisable at $ 0.50 per share. | ||||||||||||||||||||
On May 8, 2013, the Company executed a consulting agreement with its interim CEO, Stan Myrum, effective as of April 23, 2013. Under the terms of his consulting agreement Mr. Myrum will earn an hourly fee to be paid in cash, and was issued a commitment fee of 150,000 warrants to purchase our common stock. The agreement contains successive two month extension periods unless either party terminates the agreement and has been automatically extended through November 2013. Mr. Myrum will be eligible for an undetermined, mutually agreed upon bonus upon entering each extension period. The warrants will vest upon the first to occur of (a) the first commercialization (i.e. sale, lease, procedure payment or other activity in which monies are received by the Company but excluding any placements at Key Opinion Leader ( “KOL ”) sites for post-market studies) by the Company or (b) a Change in Control of the Company. The warrants issued are immediately exercisable, five-year warrants exercisable at $0.50 per share. | ||||||||||||||||||||
On May 8, 2013 a warrant to purchase 54,630 shares at $.50 per share was issued to a former officer as compensation for consulting services. The warrant has a term of 5 years and will vest upon the first to occur of (a) the first commercialization of the ProUroScan (as defined in the warrant) or (b) a Change in Control of the Company. | ||||||||||||||||||||
Common stock and warrants issued as consideration for loans and loan guarantees | ||||||||||||||||||||
The Company issues stock and warrants to various lenders and loan guarantors in consideration for their making or guaranteeing certain loans to the Company. Depending on the terms, cash flows, and other characteristics of the each loan or loan renewal, consideration paid in the form of stock and warrants is recorded as debt issuance cost or original issue discount, and amortized over the corresponding term of each loan as either interest expense or debt extinguishment expense. | ||||||||||||||||||||
Crown Note consideration (see Note 5) | ||||||||||||||||||||
As of December 31, 2012, the Company had accrued for issuance 80,460 shares of its common stock valued at $ 62,760 as consideration to the two guarantors of the Crown Note for the guarantee period from November 1, 2012 through December 31, 2012. On May 8, 2013, the guarantors agreed to accept as consideration warrants instead of common shares. Accordingly, the Company issued a total of 583,340 immediately vested warrants with a fair value determined using the Black-Scholes pricing model of $ 163,336 for the guarantee period from November 1, 2012 through March 31, 2013. At the same time the Company issued a total of 590,626 warrants valued at $ 165,375 as consideration to the guarantors for the period from April 1, 2013 to February 15, 2014. The warrants will vest as to 28,125 shares on the first of each month from April 2013 to January, 2014, and as to 14,063 shares on February 1, 2014, subject to adjustment if the amount of the loan guaranteed should change. All the warrants issued are five-year warrants exercisable at $ 0.50 per share. | ||||||||||||||||||||
Central Loans consideration (see Note 5) | ||||||||||||||||||||
As of December 31, 2012, the Company had accrued for issuance 11,774 shares of its common stock valued at $ 10,892 as consideration to the guarantor of the Central Loans for the guarantee period from July 17, 2012 through December 31, 2012. On May 8, 2013, the guarantor agreed to accept as consideration warrants instead of common shares. Accordingly, the Company issued to the guarantor 25,000 immediately vested warrants with a fair value of $ 7,000 for the guarantee period from July 17, 2012 through January 17, 2013 in the case of the Central Bank promissory note, and 25,000 immediately vested warrants with a fair value of $ 7,000 for the guarantee period from November 12, 2012 through May 12, 2013 in the case of the Central Bank line of credit. The Company also issued 50,000 warrants with a fair value of $ 14,000 for the period from January 17, 2013 to January 16, 2014 in the case of the Central Bank promissory note and 33,333 warrants valued at $ 9,333 for the period from May 12, 2013 to January 16, 2014 in the case of the Central Bank line of credit. These warrants will vest ratably on a monthly basis over the term of the loans, subject to adjustment if the amount of the loan amounts guaranteed should change. All the warrants issued are five-year warrants exercisable at $ 0.50 per share. | ||||||||||||||||||||
Consideration for related party convertible debt (see Note 6) | ||||||||||||||||||||
On May 8, 2013, the lender of $ 250,000 pursuant to short term notes agreed to refinance the note with a new convertible note that matures on December 26, 2013. As consideration to the lender, the Company issued a warrant for 150,000 shares with immediate vesting and a fair value of $42,000, which were expensed on a straight line basis over the refinancing period. The warrants issued are five-year warrants exercisable at $ 0.50 per share. On September 20, 2013 the related party convertible debt lenders of $1,151,108 agreed to extend their debt for one year beyond the exiting maturity date. As consideration for the debt extension the Company changed the conversion price to $.50 per share, increased the interest rate to 10% and issued three-year warrants for 1,151,108 shares at $.50 per share. On the renewal date it was determined that a substantial modification of the terms of the note was made as the present value of cash flows under the new convertible notes was greater than 10% higher than the present value of the cash flows under the original notes. The value of the warrants was determined to be $224,322 using the Black-Scholes valuation model. The value of the warrants was added to the debt issuance cost account and $15,127 was amortized in debt extinguishment expense during the three months ended September 30, 2013. | ||||||||||||||||||||
Consideration for non-related party convertible debt (see Note 6) | ||||||||||||||||||||
On September 20, 2013 the non-related party convertible debt lenders of $116,400 agreed to extend their debt for one year beyond the exiting maturity date. As consideration for the debt extension the Company changed the conversion price to $.50 per share, increased the interest rate to 10% and issued three-year warrants for 116,400 shares at $.50 per share. On the renewal date it was determined that a substantial modification of the terms of the note was made as the present value of cash flows under the new convertible notes was greater than 10% higher than the present value of the cash flows under the original notes. The value of the warrants was determined to be $22,180 using the Black-Scholes valuation model. The value of the warrants was added to the debt issuance cost account and $2,856 was amortized in debt extinguishment expense during the three months ended September 30, 2013. | ||||||||||||||||||||
Consideration for other short term notes (see Note 6) | ||||||||||||||||||||
Pursuant to existing terms of several other loans with an aggregate principal amount of $76,000 , the Company accrued for issuance a total of 142,500 warrants with a fair value of $ 99,600 during the three months ended March 31, 2013. The Company also accrued for issuance a total of 71,250 warrants with a fair value of $ 49,800 during the three months ended June 30, 2013. All the warrants will vest upon issuance, are due upon repayment of the related loans, and will be exercisable for five years at $ .50 per share | ||||||||||||||||||||
Income_Taxes
Income Taxes. | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 8. Income Taxes. | |
The Company has generated net operating loss carryforwards of approximately $ 11.2 million. The Company has also generated approximately $ 13.9 million of built-in losses in the form of start-up expenses. Federal and state tax laws impose significant restrictions on the utilization of net operating loss carryforwards and built-in losses in the event of a change in ownership of the Company that constitutes an “ownership change,” as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Although a formal study has not been completed, the Company has analyzed its equity ownership changes and believes that such an ownership change occurred upon the completion of its 2009 public offering. Federal net operating losses of approximately $ 5.4 million and built-in losses of $ 7.7 million incurred prior to the 2009 public offering are limited to a total of approximately $ 1.1 million, consisting of annual amounts of approximately $ 104,000 per year for each of the years 2013-2023 . We believe that approximately $ 12 .0 million of combined net operating losses and built-in losses will expire unused due to IRC Section 382 limitations. These limitations could be further restricted if additional ownership changes occur in future years. | |
Net federal and state operating loss carryforwards of approximately $ 5 .0 million generated subsequent to the Company’s 2009 public offering will begin to expire in 2025 . The net operating loss carryforwards are subject to examination until they expire. | |
The Company had no significant unrecognized tax benefits as of December 31, 2012 and 2011 and, likewise, no significant unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company had no positions for which it deemed that it is reasonably possible that the total amounts of the unrecognized tax benefit will significantly increase or decrease. The Company has adopted the policy of classifying income tax related interest and penalties as interest expense and general and administrative expense, respectively. | |
The tax years that remain subject to examination by major tax jurisdictions currently are: | |
Federal 2010 - 2012 | |
State of Minnesota 2010 - 2012 | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 9. Commitments and Contingencies | |
Due to funding limitations, the Company’s former executive officers did not receive their salaries for an extended time. In April, 2013, our former officers ceased to be statutory employees of the Company, and now provide consulting services to the Company as requested by the current executive officers. Approximately $ 215,000 of unpaid payroll and benefits have been accrued and are included in accrued expenses as of September 30, 2013. The Company has made no arrangements to pay these amounts. | |
Subsequent_Events
Subsequent Events. | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 10. Subsequent Events. | |
From October 1, 2013 to November 5, 2013 the Company sold “Bridge Financing” notes to two unrelated parties in the amount of $150,000 and to two related parties in the amount of $50,000. The notes mature October 1, 2015, bear interest at 10%, and are secured by all the assets of the Company under a collateral sharing agreement. The notes are convertible at the lower of $.50 per share, the 30 day volume-weighted trading average for the Company stock or 75% of the effective price of any financing in excess of $3 million during the term of the note. In addition, the Company issued the lenders warrants with a three year term to purchase 600,000 common shares at $.50 per share. The $150,000 in restricted cash reflected on the balance sheet as of September 30, 2013 was converted to purchase the unrelated party notes and the Company’s cash balance is no longer restricted. | |
On October 7, 2013 a related party made an advance of $50,000 to the Company to pay for operating expenses and the balance in advances from related parties as of November 5, 2013 is $172,500. | |
The Company signed an engagement agreement with an investment banker and in connection with the agreement the Company paid a retainer fee of $12,500 in cash and 400,000 shares of restricted stock. | |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies. (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Description Of Business Development Stage Activities [Policy Text Block] | ' |
(a) Description of Business, Development Stage Activities | |
ProUroCare Medical Inc. (“ProUroCare,” the “Company,” “we” or “us”) is engaged in the business of developing for market innovative products for the detection and characterization of male urological prostate disease. The primary focus of the Company is currently the prostate imaging device, known as the ProUroScan TM System, which is designed to produce an image of the prostate as an adjunctive aid in visualizing and documenting abnormalities of the prostate that have been detected by digital rectal examination. The Company’s developmental activities, conducted by its wholly owned operating subsidiary, ProUroCare Inc. (“PUC”) in conjunction with its development partner, Artann Laboratories, Inc. (“Artann”), have included the acquisition of several technology licenses, the purchase of intellectual property, the development of a strategic business plan and a senior management team, product development and fund raising activities. In April 2012, the ProUroScan System received initial clearance for marketing in the United States by the Food and Drug Administration (“FDA”). The Company is currently in the process of raising additional financing required to complete and obtain FDA approval of a reusable probe for the ProUroScan System and move to commercialization. | |
Basis Of Presentation [Policy Text Block] | ' |
(b) Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments considered necessary for a fair presentation of results have been included. The consolidated balance sheet at December 31, 2012 was derived from the audited consolidated financial statements as of that date. Operating results for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company, and notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2012. | |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, PUC. Significant intercompany accounts and transactions have been eliminated in consolidation. The financial information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim periods presented. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
(c) Net Loss Per Common Share | |
Basic and diluted loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding for the reporting period. Dilutive common-equivalent shares have not been included in the computation of diluted net loss per share because their inclusion would be antidilutive. Antidilutive common equivalent shares issuable based on future exercise of stock options or warrants could potentially dilute basic loss per common share in subsequent years. All options and warrants outstanding were anti-dilutive for the three months and nine months ended September 30, 2013 and 2012 and the period from August 17, 1999 (Inception) to September 30, 2013 due to the Company’s net losses. 13,357,604 and 10,598,385 shares of common stock issuable under stock options, warrants and convertible debt were excluded from the computation of diluted net loss per common share for the nine months ended September 30, 2013 and 2012, respectively. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
(d) Stock-Based Compensation | |
The Company’s policy is to grant stock options at fair value at the date of grant and to record stock-based employee compensation expense at fair value. The Company recognizes the expense related to the fair value of the award on a straight-line basis over the vesting period. | |
From time to time, the Company issues options and warrants to non-employees (typically board members or consultants). It is the Company’s policy to grant options, and stock warrants at or above the fair market value at the date of grant, determined to be the average of the last closing price of the stock over the previous 10 or 30 trading days. The fair value of options, warrants and stock issued to non-employees is measured on the earlier of the date the performance is complete or the date the consultant is committed to perform. In the event that the measurement date occurs after an interim reporting date, the options, warrants and stock are measured at their then-current fair value at each interim reporting date. The fair value so determined is expensed on a straight-line basis over the associated performance period. | |
The Company uses the Black-Scholes option-pricing model to estimate the fair value of options and warrants. In certain instances where options or warrants are issued for cash or for services rendered, the value of the service provided or money advanced is a more reliable measure of fair value. Provided that the exchange of options or warrants for cash or services is determined through an “arms-length” negotiation, the value of the cash or services is used rather than the valuation model. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option pricing models require the input of highly subjective assumptions. Because the Company’s employee and consultant stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. | |
Stock Based Loan Consideration [Policy Text Block] | ' |
(e) Stock-Based Loan Consideration | |
The Company issues stock and warrants to various lenders and loan guarantors in consideration for their making or guaranteeing certain loans to the Company. The Company values the stock and warrants at fair value at the date of grant, and records the value as debt issuance cost. The debt issuance cost is amortized as either debt extinguishment expense or interest expense, depending on the specific terms of loan amendments. | |
The Company uses the Black-Scholes option-pricing model to estimate the fair value of warrants, in the same manner as it values stock options (see Note 1(d) above. For the same reasons explained above with respect to the valuation model’s application to stock options, the existing valuation model may not necessarily provide a reliable single measure of the fair value of the Company’s stock warrants. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
(f) Restricted Cash | |
The Company received $150,000 in cash payments during the nine months ended September 30, 2013, representing subscriptions to a private debt offering. Under the terms of the debt offering, the funds cannot be used by the Company until a closing on the minimum amount of the offering is held, so the cash is restricted and would be returned to the subscriber if a closing is not completed. All $150,000 of the restricted cash was converted into a new Bridge Financing in October 2013 and is unresticted as of November 5, 2013. | |
Liquidity Disclosure [Policy Text Block] | ' |
(g) Going Concern | |
The Company has incurred operating losses, accumulated deficit and negative cash flows from operations since inception, and our requirement for additional working capital to support future operations, raises substantial doubt as to our ability to continue as a going concern. As of September 30, 2013 the Company had an accumulated deficit of $40,394,874. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
Accounts_Payable_Tables
Accounts Payable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Payable, Current [Abstract] | ' | |||||||
Schedule Of Accounts Payable [Table Text Block] | ' | |||||||
Accounts payable are summarized as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Accounts payable, related parties | $ | 104,150 | $ | 115,151 | ||||
Accounts payable, other | 831,708 | 723,767 | ||||||
$ | 935,858 | $ | 838,918 | |||||
Accrued_Expenses_Tables
Accrued Expenses. (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued expenses are summarized as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Accrued development expense | $ | 472,125 | $ | 515,000 | ||||
Accrued interest | 371,159 | 183,924 | ||||||
Accrued compensation | 214,375 | 118,080 | ||||||
Accrued royalties | 70,835 | 33,000 | ||||||
Accrued directors fees | 49,875 | 0 | ||||||
Other accrued expenses | 105,046 | 43,277 | ||||||
Audit fees | 31,500 | 42,000 | ||||||
Accrued loan consideration to be paid in stock | 0 | 73,652 | ||||||
$ | 1,314,915 | $ | 1,008,933 | |||||
Debt_Issuance_Costs_Tables
Debt Issuance Costs (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Financing Costs [Abstract] | ' | ||||||||||
Schedule Of Financing Costs [Table Text Block] | ' | ||||||||||
Debt issuance costs are summarized as follows: | |||||||||||
September 30, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
Debt issuance costs, gross | $ | 2,503,392 | $ | 1,787,819 | |||||||
Less amortization | -2,166,158 | -1,782,573 | |||||||||
Debt issuance costs, net | $ | 337,234 | $ | 5,246 | |||||||
Debt Issuance Cost Amortization Expense [Table Text Block] | ' | ||||||||||
The amortization of debt issuance costs for the nine months ended September 30, 2013 and 2012, and the period from August 17, 1999 (Inception) to September 30, 2013 was as follows: | |||||||||||
Nine months ended September 30, | August 17, 1999 | ||||||||||
(Inception) to | |||||||||||
2013 | 2012 | September 30, 2013 | |||||||||
Amortization of expense | $ | 383,585 | $ | 562,276 | $ | 4,219,603 | |||||
Notes_Payable_Bank_Tables
Notes Payable - Bank. (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Notes Payable Bank [Abstract] | ' | |||||||||
Schedule Of Notes Payable Bank Balances [Table Text Block] | ' | |||||||||
The following summarizes the balances of bank notes payable at September 30, 2013 and December 31, 2012: | ||||||||||
September 30, 2013 | December 31, | |||||||||
2012 | ||||||||||
Short-term notes payable, bank: | ||||||||||
Crown Bank promissory note | $ | 450,000 | $ | 500,000 | ||||||
Central Bank line of credit | 100,000 | 100,000 | ||||||||
Central Bank promissory note | 100,025 | 0 | ||||||||
Total short-term notes payable, bank | $ | 650,025 | $ | 600,000 | ||||||
Long-term notes payable, bank: | ||||||||||
Central Bank promissory note | $ | 0 | $ | 100,025 | ||||||
Notes_Payable_Tables
Notes Payable. (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes Payable Other Than Bank [Abstract] | ' | ||||||||
Schedule Of Notes Payable Balances [Table Text Block] | ' | ||||||||
The following summarizes notes payable balances at September 30, 2013 and December 31, 2012. | |||||||||
September 30, | December 31, | ||||||||
2013 | 2013 | ||||||||
Convertible debt: | |||||||||
Secured convertible debt, related parties: | |||||||||
Bears interest at 10%, convertible at $.50 per share and matures December 26, 2014 | $ | 261,018 | -1 | $ | 261,018 | ||||
Bears interest at 10%, convertible at $.50 per share and matures September 20, 2014 | 325,000 | -1 | 325,000 | ||||||
Bears interest at 10%, convertible at $.50 per share and matures October 8, 2014 | 300,000 | -1 | 300,000 | ||||||
Bears interest at 10%, convertible at $.50 per share and matures March 31, 2015 | 200,000 | -1 | 200,000 | ||||||
Subtotal | 1,086,018 | 1,086,018 | |||||||
Secured convertible debt, other: | |||||||||
Bears interest at 10%, convertible at $.50 per share and matures September 20, 2014 | 175,000 | -1 | 175,000 | ||||||
Subtotal | 175,000 | 175,000 | |||||||
Total secured convertible debt | 1,261,018 | 1,261,018 | |||||||
Unsecured convertible debt: | |||||||||
Convertible debt, related parties, net of discount | |||||||||
Bears interest at 10%, convertible at $.50 per share and matures July 1, 2014. Shown net of $14,263 in unamortized original issue debt discount. | 10,737 | -2 | - | ||||||
10,737 | - | ||||||||
Convertible debt, other, net of discount | |||||||||
Bears interest at 10%, convertible at $0.50 per share and matures December 28, 2014 | 6,400 | -1 | 6,400 | ||||||
Bears interest at 10%, convertible at $1.30 | 60,000 | ||||||||
Bears interest at 10%, convertible at $.50 per share and matures July 12-August 5, 2014. Balance is shown net of $30,637 unamortized original issue debt discount | 19,363 | -2 | - | ||||||
Bears interest at 8%, convertible at 60% of the average of the three lowest trading prices in a 10-day period, matures October 1, 2014, net of $27,034 debt discount | 5,466 | -3 | - | ||||||
Bears interest at 10%, convertible at $1.00 per share and matured August 10, 2013 | 65,698 | 65,698 | |||||||
96,927 | 132,098 | ||||||||
Total unsecured convertible debt, net of discount | 107,664 | 132,098 | |||||||
Total convertible debt, net of discount | $ | 1,368,682 | $ | 1,393,116 | |||||
Other unsecured debt: | |||||||||
Insurance policy financing, bears interest at 3.32%, payments of $11,188 per month, matures March 31, 2014 | 66,482 | 33,266 | |||||||
Bears interest at 10%, matured August 22, 2013 | 40,000 | 40,000 | |||||||
Bears interest at 10%, matures August 13, 2014 | 78,111 | -4 | |||||||
Bears interest at 10%, matured March 22, 2013 | 21,000 | ||||||||
Bears interest at 10%, matured March 29, 2013 | 15,000 | ||||||||
Total other debt | $ | 184,593 | $ | 109,266 | |||||
-1 | As an incentive for the lender to add one year to the maturity of these notes, the Company changed the conversion price to $.50 per share, increased the interest rate to 10% and issued three-year warrants, to purchase one share, at $.50 per share, for each dollar in the extended note. | ||||||||
-2 | The Company sold "Bridge Loan" notes in July and August 2013 to a related party, for $25,000, and to unrelated parties, for $50,000, bearing interest at 10% and convertible at $.50 per share. The notes mature in 12 months from their issue date. The Company also issued three-year warrants at $.50 per share for four shares for each $1 invested. The Company recorded $57,000 of discounts on the debt for the value of the warrants issued which will be amortized over the term of the notes payable. The Company recorded expense of $12,100 included in interest expense for the three and nine months ended September 30, 2013. | ||||||||
-3 | The Company issued a convertible note on July 18, 2013 but dated June 28, 2013 to a financial institution. The note bears interest at 8%, matures October 1, 2014 and is convertible at 60% of the average of the three lowest trading prices in any 10-day period prior to maturity. The Company recorded $32,500 of discount on the debt for the value of the beneficial conversion feature which will be amortized over the term of the note payable. The Company recorded expense of $5,466 included in interest expense for the three and nine months ended September 30, 2013. | ||||||||
-4 | The Company made a payment of $20,000 to a non-related party on August 13, 2013, issued a new 10% interest note in the amount of $78,111 and a maturity of August 13, 2014, and issued a three-year warrant for 70,000 shares at $.50 per share, to repay four notes totaling $86,000 and accrued interest totaling $12,111. On August 13, 2013, it was determined a substantial modification of the terms of the note was made as the present value of the cash flows under the new promissory note was greater than 10% higher than the present value of the cash flows under the original notes. Accordingly, the value of the warrants issued pursuant to this arrangement were recorded as debt issuance cost and are being expensed as debt extinguishment expense over the terms of the new note. The Company recognized $1,749 of debt extinguishment expense related to the warrants during the three and nine months ended September 30, 2013. | ||||||||
Shareholders_Equity_Tables
Shareholders' Equity. (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||
Schedule Of Stock Based Compensation Expense [Table Text Block] | ' | |||||||||||||||||||
Stock-based compensation expense related to options and warrants for the periods ended September 30, 2013 and 2012, and the period from August 17, 1999 (inception) to September 30, 2013, is outlined below. | ||||||||||||||||||||
Nine months ended September 30, | August 17, 1999 (Inception) to | |||||||||||||||||||
2013 | 2012 | September 30, 2013 | ||||||||||||||||||
Expense | Per Share | Expense | Per Share | Expense | Per Share | |||||||||||||||
Stock-based compensation | $ | 35,976 | $ | 0 | $ | 6,981 | $ | 0 | $ | 2,798,637 | $ | 0.49 | ||||||||
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies. (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Oct. 31, 2013 | |
New Bridge Financing [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,357,604 | 10,598,385 | 13,357,604 | 10,598,385 | ' | ' |
Deficit accumulated during development stage | ($40,394,874) | ' | ($40,394,874) | ' | ($38,921,614) | ' |
Restricted Cash and Cash Equivalents, Current | $150,000 | ' | $150,000 | ' | $0 | $150,000 |
Accounts_Payable_Details
Accounts Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accounts payable, related parties | $104,150 | $115,151 |
Accounts payable, other | 831,708 | 723,767 |
Accounts Payable, Current, Total | $935,858 | $838,918 |
Accrued_Expenses_Details
Accrued Expenses. (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accrued development expense | $472,125 | $515,000 |
Accrued interest | 371,159 | 183,924 |
Accrued compensation | 214,375 | 118,080 |
Accrued royalties | 70,835 | 33,000 |
Accrued directors fees | 49,875 | 0 |
Other accrued expenses | 105,046 | 43,277 |
Audit fees | 31,500 | 42,000 |
Accrued loan consideration to be paid in stock | 0 | 73,652 |
Accrued Expenses | $1,314,915 | $1,008,933 |
Debt_Issuance_Costs_Details
Debt Issuance Costs (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt issuance costs, gross | $2,503,392 | $1,787,819 |
Less amortization | -2,166,158 | -1,782,573 |
Debt issuance costs, net | $337,234 | $5,246 |
Debt_Issuance_Costs_Details_1
Debt Issuance Costs (Details 1) (USD $) | 9 Months Ended | 169 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Amortization of expense | $383,585 | $562,276 | $4,219,603 |
Debt_Issuance_Costs_Details_Te
Debt Issuance Costs (Details Textual) (USD $) | 9 Months Ended | 169 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Payments of Debt Issuance Costs | $2,500 | $0 | $798,227 |
Warrant [Member] | ' | ' | ' |
Warrants Issued During Period Shares Accrued Debt Issuance Cost | 3,096,057 | ' | ' |
Warrants Issued During Period Value Accrued Debt Issuance Cost | 786,725 | ' | ' |
Warrants Issued In Lieu Of Stock | 73,652 | ' | ' |
Payments of Debt Issuance Costs | $2,500 | ' | ' |
Notes_Payable_Bank_Details
Notes Payable - Bank. (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 27, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | 11-May-13 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Promissory Note [Member] | Central Bank Promissory Note [Member] | |||
Short-term notes payable, bank: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term notes payable, bank: | $650,025 | $600,000 | $450,000 | $500,000 | $500,000 | $100,000 | $100,000 | $100,000 | $100,025 | $0 |
Long-term notes payable, bank: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term notes payable, bank | $0 | $100,025 | ' | ' | ' | ' | ' | ' | $0 | $100,025 |
Notes_Payable_Bank_Details_Tex
Notes Payable - Bank. (Details Textual) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 27, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 11-May-13 | Dec. 31, 2012 | Sep. 30, 2013 | Jan. 17, 2013 | |
Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Note Payable [Member] | Central Bank Note Payable [Member] | |||
Warrant [Member] | Bank Fees [Member] | |||||||||||
Long-term notes payable, bank | $0 | $100,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,025 |
Notes Payable To Bank, Current | 650,025 | 600,000 | 450,000 | 500,000 | 500,000 | ' | ' | 100,000 | 100,000 | 100,000 | ' | ' |
Line of Credit Facility, Interest Rate Description | ' | ' | ' | ' | ' | ' | ' | 'bears interest at the prime rate plus one percent, with a minimum annual rate of 5.0 % (currently 5.0%). | ' | ' | ' | ' |
Debt Instrument, Interest Rate Terms | ' | ' | 'bears interest at the prime rate plus one percent, but never less than 6.0% (currently 6.0%). | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bank Loan Interest Rate Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'bears interest at the prime rate plus one percent, with a minimum annual rate of 5.0 % (currently 5%). | ' |
Line of Credit Facility, Interest Rate at Period End | ' | ' | 6.00% | ' | ' | ' | ' | 5.00% | ' | ' | 5.00% | ' |
Line of Credit Facility, Expiration Date | ' | ' | ' | ' | ' | ' | ' | 17-Jan-14 | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | 15-Feb-14 | ' | ' | ' | ' | ' | ' | ' | 17-Jan-14 | ' |
Repayments of Debt | 86,000 | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Payment Terms | ' | ' | 'a second $50,000 reduction due on January 15, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Extinguishment Expense Amortized | ' | ' | ' | ' | ' | $190,780 | $2,500 | $23,323 | ' | ' | ' | ' |
Notes_Payable_Details
Notes Payable. (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | |
Secured convertible debt, related parties | $1,086,018 | $1,086,018 | |
Secured convertible debt, other | 175,000 | 175,000 | |
Total secured convertible debt | 1,261,018 | 1,261,018 | |
Unsecured convertible debt-related parties, net of discount | 10,737 | 0 | |
Unsecured convertible debt, other, net of discount | 96,927 | 132,098 | |
Total unsecured convertible debt, net of discount | 107,664 | 132,098 | |
Total convertible debt, net of discount | 1,368,682 | 1,393,116 | |
Other unsecured debt | 184,593 | 109,266 | |
Note Payable Due December 26, 2014 [Member] | ' | ' | |
Secured convertible debt, related parties | 261,018 | [1] | 261,018 |
Note Payable Due September 20, 2014 [Member] | ' | ' | |
Secured convertible debt, related parties | 325,000 | [1] | 325,000 |
Secured convertible debt, other | 175,000 | [1] | 175,000 |
Note Payable Due October 8, 2014 [Member] | ' | ' | |
Secured convertible debt, related parties | 300,000 | [1] | 300,000 |
Note Payable Due March 31, 2015 [Member] | ' | ' | |
Secured convertible debt, related parties | 200,000 | [1] | 200,000 |
Note Payable Due January 31, 2013 [Member] | ' | ' | |
Unsecured convertible debt, other, net of discount | ' | 60,000 | |
Note Payable Due August 10, 2013 [Member] | ' | ' | |
Unsecured convertible debt, other, net of discount | 65,698 | 65,698 | |
Insurance Policy [Member] | ' | ' | |
Other unsecured debt | 66,482 | 33,266 | |
Note Payable Due July 1, 2014 [Member] | ' | ' | |
Unsecured convertible debt-related parties, net of discount | 10,737 | [2] | 0 |
Note Payable Due December 28, 2014 [Member] | ' | ' | |
Unsecured convertible debt, other, net of discount | 6,400 | [1] | 6,400 |
Note Payable Due July 12-August 5, 2014 [Member] | ' | ' | |
Unsecured convertible debt, other, net of discount | 19,363 | [2] | 0 |
Note Payable Due October 1, 2014 [Member] | ' | ' | |
Unsecured convertible debt, other, net of discount | 5,466 | [3] | 0 |
Note Payable Due August 22, 2013 [Member] | ' | ' | |
Other unsecured debt | 40,000 | 40,000 | |
Note Payable Due August 13, 2014 [Member] | ' | ' | |
Other unsecured debt | 78,111 | [4] | ' |
Note Payable Due March 22, 2013 [Member] | ' | ' | |
Other unsecured debt | ' | 21,000 | |
Note Payable Due March 29, 2013 [Member] | ' | ' | |
Other unsecured debt | ' | $15,000 | |
[1] | As an incentive for the lender to add one year to the maturity of these notes, the Company changed the conversion price to $.50 per share, increased the interest rate to 10% and issued three-year warrants, to purchase one share, at $.50 per share, for each dollar in the extended note. | ||
[2] | The Company sold "Bridge Loan" notes in July and August 2013 to a related party, for $25,000, and to unrelated parties, for $50,000, bearing interest at 10% and convertible at $.50 per share. The notes mature in 12 months from their issue date. The Company also issued three-year warrants at $.50 per share for four shares for each $1 invested. The Company recorded $57,000 of discounts on the debt for the value of the warrants issued which will be amortized over the term of the notes payable. The Company recorded expense of $12,100 included in interest expense for the three and nine months ended September 30, 2013. | ||
[3] | The Company issued a convertible note on July 18, 2013 but dated June 28, 2013 to a financial institution. The note bears interest at 8%, matures October 1, 2014 and is convertible at 60% of the average of the three lowest trading prices in any 10-day period prior to maturity. The Company recorded $32,500 of discount on the debt for the value of the beneficial conversion feature which will be amortized over the term of the note payable. The Company recorded expense of $5,466 included in interest expense for the three and nine months ended September 30, 2013. | ||
[4] | The Company made a payment of $20,000 to a non-related party on August 13, 2013, issued a new 10% interest note in the amount of $78,111 and a maturity of August 13, 2014, and issued a three-year warrant for 70,000 shares at $.50 per share, to repay four notes totaling $86,000 and accrued interest totaling $12,111. On August 13, 2013, it was determined a substantial modification of the terms of the note was made as the present value of the cash flows under the new promissory note was greater than 10% higher than the present value of the cash flows under the original notes. Accordingly, the value of the warrants issued pursuant to this arrangement were recorded as debt issuance cost and are being expensed as debt extinguishment expense over the terms of the new note. The Company recognized $1,749 of debt extinguishment expense related to the warrants during the three and nine months ended September 30, 2013. |
Notes_Payable_Details_Textual
Notes Payable. (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |||
Unsecured Convertible Debt Related Parties Current | $10,737 | $10,737 | $0 | ||
Unsecured Convertible Debt Other Current | 96,927 | 96,927 | 132,098 | ||
Debt Instrument Payment Made To Non Related Party | ' | 20,000 | ' | ||
Unsecured Debt Other | 184,593 | 184,593 | 109,266 | ||
Repayments of Debt | ' | 86,000 | ' | ||
Repayment Of Debt, Accrued Interest | ' | 12,111 | ' | ||
Bridge Loan [Member] | ' | ' | ' | ||
Warrants Issued Description | ' | 'The Company also issued three-year warrants at $.50 per share for four shares for each $1 invested. | ' | ||
Debt Instrument, Maturity Date, Description | ' | 'The notes mature in 12 months from their issue date. | ' | ||
Incentive For Lender [Member] | ' | ' | ' | ||
Debt Instrument Change In Conversion Price | ' | $0.50 | ' | ||
Debt Instrument Increase In Interest Rate During Period | ' | 10.00% | ' | ||
Warrants Issued Description | ' | 'issued three-year warrants, to purchase one share, at $.50 per share, for each dollar in the extended note. | ' | ||
Note Payable Due December 26, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 26-Dec-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Note Payable Due September 20, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 30-Sep-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Note Payable Due October 8, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 8-Oct-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Note Payable Due March 31, 2015 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 31-Mar-15 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Note Payable Due July 1, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 1-Jul-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Unsecured Convertible Debt Related Parties Current | 10,737 | [1] | 10,737 | [1] | 0 |
Unamortization Of Original Issue Discount On Debt | ' | 14,263 | ' | ||
Amortization of Debt Discount (Premium) | ' | 57,000 | ' | ||
Interest Expense, Total | 12,100 | 12,100 | ' | ||
Note Payable Due December 28, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 28-Dec-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Unsecured Convertible Debt Other Current | 6,400 | [2] | 6,400 | [2] | 6,400 |
Note Payable Due January 31, 2013 [Member] | ' | ' | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $1.30 | $1.30 | ' | ||
Unsecured Convertible Debt Other Current | ' | ' | 60,000 | ||
Note Payable Due July 12-August 5, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 5-Aug-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $0.50 | $0.50 | ' | ||
Unsecured Convertible Debt Other Current | 19,363 | [1] | 19,363 | [1] | 0 |
Unamortization Of Original Issue Discount On Debt | ' | 30,637 | ' | ||
Note Payable Due October 1, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 1-Oct-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 8.00% | ' | ||
Unsecured Convertible Debt Other Current | 5,466 | [3] | 5,466 | [3] | 0 |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | 'convertible at 60% of the average of the three lowest trading prices in any 10-day period prior to maturity. | ' | ||
Debt Instrument, Unamortized Discount | 27,034 | 27,034 | ' | ||
Amortization of Debt Discount (Premium) | ' | 32,500 | ' | ||
Interest Expense, Total | 5,466 | 5,466 | ' | ||
Note Payable Due August 10, 2013 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 10-Aug-13 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Debt Instrument, Convertible, Conversion Price | $1 | $1 | ' | ||
Unsecured Convertible Debt Other Current | 65,698 | 65,698 | 65,698 | ||
Insurance Policy [Member] | ' | ' | ' | ||
Payments of Financing Costs, Total | ' | 11,188 | ' | ||
Debt Instrument, Maturity Date | ' | 31-Mar-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 3.32% | ' | ||
Unsecured Debt Other | 66,482 | 66,482 | 33,266 | ||
Note Payable Due August 22, 2013 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 22-Aug-13 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Unsecured Debt Other | 40,000 | 40,000 | 40,000 | ||
Note Payable Due August 13, 2014 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 13-Aug-14 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Warrants Issued Description | ' | 'issued a three-year warrant for 70,000 shares at $.50 per share | ' | ||
Unsecured Debt Other | 78,111 | [4] | 78,111 | [4] | ' |
Gains Losses on Extinguishment of Debt Related to Warrant | 1,749 | 1,749 | ' | ||
Note Payable Due March 22, 2013 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 22-Mar-13 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Unsecured Debt Other | ' | ' | 21,000 | ||
Note Payable Due March 29, 2013 [Member] | ' | ' | ' | ||
Debt Instrument, Maturity Date | ' | 29-Mar-13 | ' | ||
Debt Instrument, Interest Rate During Period | ' | 10.00% | ' | ||
Unsecured Debt Other | ' | ' | $15,000 | ||
[1] | The Company sold "Bridge Loan" notes in July and August 2013 to a related party, for $25,000, and to unrelated parties, for $50,000, bearing interest at 10% and convertible at $.50 per share. The notes mature in 12 months from their issue date. The Company also issued three-year warrants at $.50 per share for four shares for each $1 invested. The Company recorded $57,000 of discounts on the debt for the value of the warrants issued which will be amortized over the term of the notes payable. The Company recorded expense of $12,100 included in interest expense for the three and nine months ended September 30, 2013. | ||||
[2] | As an incentive for the lender to add one year to the maturity of these notes, the Company changed the conversion price to $.50 per share, increased the interest rate to 10% and issued three-year warrants, to purchase one share, at $.50 per share, for each dollar in the extended note. | ||||
[3] | The Company issued a convertible note on July 18, 2013 but dated June 28, 2013 to a financial institution. The note bears interest at 8%, matures October 1, 2014 and is convertible at 60% of the average of the three lowest trading prices in any 10-day period prior to maturity. The Company recorded $32,500 of discount on the debt for the value of the beneficial conversion feature which will be amortized over the term of the note payable. The Company recorded expense of $5,466 included in interest expense for the three and nine months ended September 30, 2013. | ||||
[4] | The Company made a payment of $20,000 to a non-related party on August 13, 2013, issued a new 10% interest note in the amount of $78,111 and a maturity of August 13, 2014, and issued a three-year warrant for 70,000 shares at $.50 per share, to repay four notes totaling $86,000 and accrued interest totaling $12,111. On August 13, 2013, it was determined a substantial modification of the terms of the note was made as the present value of the cash flows under the new promissory note was greater than 10% higher than the present value of the cash flows under the original notes. Accordingly, the value of the warrants issued pursuant to this arrangement were recorded as debt issuance cost and are being expensed as debt extinguishment expense over the terms of the new note. The Company recognized $1,749 of debt extinguishment expense related to the warrants during the three and nine months ended September 30, 2013. |
Shareholders_Equity_Details
Shareholders' Equity. (Details) (USD $) | 9 Months Ended | 169 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Stock based compensation Expense | $35,976 | $6,981 | $2,798,637 |
Share Based Compensation Per Share | $0 | $0 | $0.49 |
Shareholders_Equity_Details_Te
Shareholders' Equity. (Details Textual) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 5 Months Ended | 9 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||
Aug. 22, 2013 | 31-May-13 | Mar. 26, 2013 | 8-May-13 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 20, 2013 | Sep. 20, 2013 | 31-May-13 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 17, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Aug. 22, 2013 | 31-May-13 | |
Related Party Convertible Debt [Member] | Non Related Party Convertible Debt [Member] | Warrant [Member] | Short Term Related Party Note [Member] | Other Short Term Notes [Member] | Other Short Term Notes [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Crown Bank Promissory Note [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Central Bank Line Of Credit [Member] | Director [Member] | Board of Directors Chairman [Member] | Officer [Member] | |||||||||
Warrant [Member] | Notes Payable to Banks [Member] | Notes Payable to Banks [Member] | Line of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||
January 17 2013 To January 16 2014 [Member] | November 12 2012 To May 12 2013 [Member] | May 12 2013 To January 16 2014 [Member] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Noncash Consideration | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' |
Accrued Consulting Fees Satisfied By Issuance Of Shares | ' | ' | $34,000 | $81,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,800 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' |
Future Share Based Compensation Expense | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Accrued For Issuance As Consideration To Loan Guarantors Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,460 | ' | ' | 11,774 | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Guarantors Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 583,340 | 590,626 | ' | ' | ' | ' | 25,000 | 50,000 | 25,000 | 33,333 | ' | ' | ' |
Warrants Issued To Guarantors Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,336 | 165,375 | ' | ' | ' | ' | 7,000 | 14,000 | 7,000 | 9,333 | ' | ' | ' |
Vesting Of Warrants Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The warrants will vest as to 28,125 shares on the first of each month from April 2013 to January, 2014, and as to 14,063 shares on February 1, 2014, subject to adjustment if the amount of the loan guaranteed should change | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercises Price | ' | $0.50 | ' | $0.50 | ' | ' | $0.50 | ' | $0.50 | $0.50 | ' | $0.50 | ' | $0.50 | ' | $0.50 | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | $0.50 | ' |
Shares Accrued For Issuance As Consideration To Guarantor Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,760 | ' | ' | 10,892 | ' | ' | ' | ' | ' | ' | ' |
Convertible note payable - related party | ' | ' | ' | ' | 184,593 | ' | 184,593 | 109,266 | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Lenders Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 142,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Lenders Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,000 | 99,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,630 |
Warrants Issued | ' | 327,600 | ' | 698,046 | ' | 71,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of Cash Advances | ' | ' | ' | 116,341 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Advances Made By Directors And Other Related Parties | ' | ' | ' | ' | ' | 216,341 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Warrants | ' | ' | ' | ' | ' | 49,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | 595,798 | ' | 595,798 | 1,193,116 | 1,151,108 | 116,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | ' | ' | ' | ' | ' | ' | ' | ' | 1,151,108 | 116,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants and Rights Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 224,322 | 22,180 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Extinguishment Expense Amortized | ' | ' | ' | ' | ' | ' | ' | ' | 15,127 | 2,856 | ' | ' | ' | ' | ' | ' | ' | 190,780 | 23,323 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | ' | ' | ' | 72,636 | ' | 84,060 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Stock Options Exercised | 20,000 | ' | ' | ' | 24,287 | ' | 28,137 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Option Plan Expense, Shares | ' | ' | ' | ' | 21,952 | ' | 21,952 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value Of Stock Options Per Share | $0.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Expected Term | ' | '5 years | ' | '5 years | ' | ' | '5 years | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 |
Accrued Expenses | ' | ' | ' | ' | $7,488 | ' | $7,488 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details_Textual
Income Taxes. (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Operating Loss Carryforwards | $11,200,000 |
Pre-Opening Costs | 13,900,000 |
Operating Loss Carryforwards Expiration Term | '2013-2023 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 5,000,000 |
Prior To 2009 Public Offering [Member] | ' |
Operating Loss Carryforwards | 5,400,000 |
Pre-Opening Costs | 7,700,000 |
Operating Losses Carry Forwards Limitations On Use | 1,100,000 |
Operating Losses Carry Forwards Limitations On Use Per Year | 104,000 |
Operating Loss and Built In Losses Carry Forwards Expiration Amount | $12,000,000 |
After 2009 Public Offering [Member] | ' |
Operating Loss Carryforwards Expiration Term | '2025 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | Sep. 30, 2013 |
Employee-related Liabilities | $215,000 |
Subsequent_Events_Details_Text
Subsequent Events. (Details Textual) (Subsequent Event [Member], USD $) | 1 Months Ended | 9 Months Ended | |
Nov. 05, 2013 | Sep. 30, 2013 | Oct. 07, 2013 | |
Debt Instrument, Maturity Date | ' | 1-Oct-15 | ' |
Convertible Note Interest Percentage | 10.00% | ' | ' |
Convertible Price Per Share | $0.50 | ' | ' |
Warrants Issued Description | 'the 30 day volume-weighted trading average for the Company stock or 75% of the effective price of any financing in excess of $3 million during the term of the note. In addition, the Company issued the lenders warrants with a three year term to purchase 600,000 common shares at $.50 per share. | ' | ' |
Effective Financing Price | $3 | ' | ' |
lenders warrants for purchase common shares | 600,000 | ' | ' |
Purchase Price Per Share | $0.50 | ' | ' |
Restricted Cash and Cash Equivalents | ' | 150,000 | ' |
Advances From Related Party For Operating Expenses | 172,500 | ' | 50,000 |
Investment Banker Agreement Description | ' | 'The Company signed an engagement agreement with an investment banker | ' |
Stock Issued During Period, Value Retain Fee Of Restricted Stock | ' | 12,500 | ' |
Stock Issued During Period, Shares Retain Fee Of Restricted Stock | ' | 400,000 | ' |
Related Parties [Member] | ' | ' | ' |
Proceeds Towards Bridge Loan Deposits | 50,000 | ' | ' |
Unrelated Parties [Member] | ' | ' | ' |
Proceeds Towards Bridge Loan Deposits | $150,000 | ' | ' |