Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 14, 2014 | Jun. 30, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'LPATH, INC | ' | ' |
Entity Central Index Key | '0001251769 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $50,135,000 |
Entity Common Stock, Shares Outstanding | ' | 14,978,095 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $11,851,639 | $24,621,083 |
Accounts receivable | 1,310,037 | 233,794 |
Prepaid expenses and other current assets | 292,477 | 307,907 |
Total current assets | 13,454,153 | 25,162,784 |
Equipment and leasehold improvements, net | 211,362 | 253,595 |
Patents, net | 1,926,868 | 1,689,804 |
Deposits and other assets | 77,350 | 77,350 |
Total assets | 15,669,733 | 27,183,533 |
Current Liabilities: | ' | ' |
Accounts payable | 2,025,799 | 1,027,872 |
Accrued compensation | 693,022 | 577,778 |
Accrued expenses | 291,358 | 1,590,604 |
Deferred contract revenue, current portion | 498,000 | 5,419,623 |
Deferred rent, short-term portion | 24,008 | 14,555 |
Total current liabilities | 3,532,187 | 8,630,432 |
Deferred rent, long-term portion | 69,373 | 93,381 |
Deferred contract revenue, long-term portion | ' | 415,000 |
Warrants | 2,100,000 | 3,100,000 |
Total liabilities | 5,701,560 | 12,238,813 |
Stockholders' Equity: | ' | ' |
Common stock - $.001 par value; 100,000,000 shares authorized; 13,387,914 and 13,099,319 shares issued and outstanding at December 31, 2013 and 2012, respectively | 13,388 | 13,099 |
Additional paid-in capital | 59,432,943 | 57,845,088 |
Accumulated deficit | -49,478,158 | -42,913,467 |
Total stockholders' equity | 9,968,173 | 14,944,720 |
Total liabilities and stockholders' equity | $15,669,733 | $27,183,533 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Balance Sheets | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,387,914 | 13,099,319 |
Common stock, shares outstanding | 13,387,914 | 13,099,319 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Grant and royalty revenue | $1,484,039 | $989,591 |
Research and development revenue under collaborative agreements | 6,502,723 | 5,698,562 |
Total revenues | 7,986,762 | 6,688,153 |
Expenses: | ' | ' |
Research and development | 11,343,448 | 8,158,632 |
General and administrative | 4,234,613 | 4,091,233 |
Total expenses | 15,578,061 | 12,249,865 |
Loss from operations | -7,591,299 | -5,561,712 |
Other income (expense), net | 26,608 | -90,662 |
Change in fair value of warrants | 1,000,000 | 2,900,000 |
Total other income, net | 1,026,608 | 2,809,338 |
Net loss | ($6,564,691) | ($2,752,374) |
Basic and diluted net loss per share (in dollars per share) | ($0.49) | ($0.26) |
Weighted-average shares outstanding used in the calculation (in shares) | 13,438,542 | 10,736,919 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2011 | $629,024 | $8,659 | $40,781,458 | ($40,161,093) |
Balance (in shares) at Dec. 31, 2011 | ' | 8,658,916 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Common stock and warrants issued for cash, net of issuance costs | 15,578,813 | 4,132 | 15,574,681 | ' |
Common stock and warrants issued for cash, net of issuance costs (in shares) | ' | 4,131,524 | ' | ' |
Stock options exercised | 1,441 | 3 | 1,438 | ' |
Stock options exercised (in shares) | ' | 3,431 | ' | ' |
Warrants exercised | 1,172,474 | 173 | 1,172,301 | ' |
Warrants exercised (in shares) | ' | 173,277 | ' | ' |
Stock-based compensation | 315,342 | 132 | 315,210 | ' |
Stock-based compensation (in shares) | ' | 132,171 | ' | ' |
Net loss | -2,752,374 | ' | ' | -2,752,374 |
Balance at Dec. 31, 2012 | 14,944,720 | 13,099 | 57,845,088 | -42,913,467 |
Balance (in shares) at Dec. 31, 2012 | 13,099,319 | 13,099,319 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Common stock and warrants issued for cash, net of issuance costs | 802,595 | 214 | 802,381 | ' |
Common stock and warrants issued for cash, net of issuance costs (in shares) | ' | 213,700 | ' | ' |
Stock options exercised | 15,840 | 31 | 15,809 | ' |
Stock options exercised (in shares) | ' | 31,197 | ' | ' |
Stock-based compensation | 769,709 | 44 | 769,665 | ' |
Stock-based compensation (in shares) | ' | 43,698 | ' | ' |
Net loss | -6,564,691 | ' | ' | -6,564,691 |
Balance at Dec. 31, 2013 | $9,968,173 | $13,388 | $59,432,943 | ($49,478,158) |
Balance (in shares) at Dec. 31, 2013 | 13,387,914 | 13,387,914 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($6,564,691) | ($2,752,374) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock-based compensation expense | 837,275 | 600,110 |
Change in fair value of warrants | -1,000,000 | -2,900,000 |
Depreciation and amortization | 196,224 | 187,501 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,076,243 | 1,100,789 |
Prepaid expenses and other current assets | 15,430 | 23,921 |
Accounts payable and accrued expenses | -179,362 | -839,606 |
Deferred contract revenue | -5,336,623 | -3,782,311 |
Other | -41,157 | 48,769 |
Net cash used in operating activities | -13,149,147 | -8,313,201 |
Cash flows from investing activities: | ' | ' |
Equipment and leasehold improvement expenditures | -44,669 | -154,751 |
Patent expenditures | -346,386 | -189,555 |
Net cash used in investing activities | -391,055 | -344,306 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of common stock and warrants, net | 802,595 | 19,078,813 |
Proceeds from options and warrants exercised | 15,840 | 73,915 |
Payment for restricted stock tax liability on net settlement | -47,677 | -284,768 |
Net cash provided by financing activities | 770,758 | 18,867,960 |
Net (decrease) increase in cash and cash equivalents | -12,769,444 | 10,210,453 |
Cash and cash equivalents at beginning of year | 24,621,083 | 14,410,630 |
Cash and cash equivalents at end of year | 11,851,639 | 24,621,083 |
Cash paid during the year for: | ' | ' |
Income taxes | 1,600 | 1,600 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Change in fair value of warrant liability | ($1,000,000) | ($2,900,000) |
THE_COMPANY_AND_A_SUMMARY_OF_I
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
Note 1—THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | ||||||
Organization and Business | ||||||
Lpath, Inc. (“Lpath,” “we,” or “company”) is a biotechnology company focused on the discovery and development of lipidomic-based therapeutic antibodies, an emerging field of medical science that targets bioactive signaling lipids to treat a wide range of human diseases. We have two product candidates that are currently in clinical development, and one in pre-clinical evaluation. | ||||||
Basis of Presentation | ||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of Lpath, Inc. and its wholly-owned subsidiary, Lpath Therapeutics Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||
Estimates | ||||||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from those estimates. | ||||||
Cash and Cash Equivalents | ||||||
Cash and cash equivalents consist of cash deposits, money market deposits, and certificates of deposit. | ||||||
Concentration of Credit Risk | ||||||
Financial instruments that potentially subject the company to a significant concentration of credit risk consist of cash and cash equivalents. The company maintains its cash balances with one major commercial bank in non-interest bearing accounts. Accounts at FDIC-insured institutions are insured by the FDIC up to $250,000. | ||||||
The company invests its excess cash in money market mutual funds and in certificates of deposit of federally insured financial institutions. The company has established guidelines relative to diversification of its cash investments and their maturities that are intended to secure safety and liquidity. To date, the company has not experienced any impairment losses on its cash equivalents. The company has not experienced any losses on its deposits of cash and cash equivalents, short-term and long-term investments. | ||||||
The company’s accounts receivable are derived from entities located in the United States. The company performs ongoing credit evaluation of its debtors, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. To date, there have been no such losses and the company has not recorded an allowance for doubtful accounts. | ||||||
Equipment and Leasehold Improvements | ||||||
Equipment and leasehold improvements are recorded at cost. Equipment depreciation is computed using the straight-line method over the estimated useful asset lives, which range from three to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remainder of the lease term. Repairs and maintenance are charged to expense as incurred. | ||||||
Patents | ||||||
Legal and filing costs directly associated with obtaining patents are capitalized. Upon issuance of a patent, amortization is computed using the straight-line method over the estimated remaining useful life of the patent. | ||||||
Long-lived Assets | ||||||
The company accounts for the impairment and disposition of long-lived assets for events or changes in circumstances which indicate that their carrying value may not be recoverable. The company recorded charges for impairments of patents totaling $68,309 and $82,551 in 2013 and 2012, respectively. | ||||||
Deferred Rent | ||||||
Rent expense is recorded on a straight-line basis over the term of the lease. The difference between rent expense and amounts paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. | ||||||
Stock-based Compensation Expense | ||||||
Compensation expense is measured based on the fair value of the award at the grant date, including estimated forfeitures, and is adjusted to reflect actual forfeitures and the outcomes of certain conditions. Compensation issued to non-employees is remeasured quarterly and income or expense is recognized during their vesting terms. | ||||||
Revenue Recognition | ||||||
Lpath has and may in the future enter into collaborations where we receive non-refundable up-front payments. Generally, these payments secure licenses to Lpath drug candidates. Non-refundable payments are recognized as revenue when the company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured, and the company has no further performance obligations under the license agreement. Multiple-element arrangements, such as license and development arrangements, are analyzed to determine whether the deliverables, which often include a license together with performance obligations such as research and development responsibilities and steering committee services, can be separated or whether they must be accounted for as a single unit of accounting. The company recognizes up-front license payments as revenue upon delivery of the license only if the license has stand-alone value and the fair value of the undelivered performance obligations, typically including research and/or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have stand-alone value or (ii) have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting, and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. | ||||||
If the company is involved in a steering committee as part of a multiple-element arrangement that is accounted for as a single unit of accounting, the company assesses whether its involvement constitutes a performance obligation or a right to participate. Steering committee services that are determined to be performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining the level of effort required in an arrangement and the period over which the company expects to complete its aggregate performance obligations. | ||||||
When the company receives reimbursement for research costs under collaborative agreements, such reimbursements are recognized as revenue as the underlying costs are incurred. | ||||||
Whenever the company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The company recognizes revenue using the relative performance method provided that the company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period. | ||||||
If the company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement, the performance obligations are provided on a best-efforts basis and the company can reasonably estimate when the performance obligation ceases or the remaining obligations become inconsequential and perfunctory, then the total payments under the arrangement, excluding royalties and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line basis over the period the company expects to complete its performance obligations. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line basis, as of the period ending date. | ||||||
If the company cannot reasonably estimate when its performance obligation either ceases or becomes inconsequential and perfunctory, then revenue is deferred until the company can reasonably estimate when the performance obligation ceases or becomes inconsequential. Revenue is then recognized over the remaining estimated period of performance. | ||||||
Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the company is expected to complete its performance obligations under an arrangement. | ||||||
Collaboration agreements may also contain substantive milestone payments. Substantive milestone payments are considered to be performance bonuses that are recognized upon achievement of the milestone only if all of the following conditions are met: | ||||||
· the milestone payments are non-refundable; | ||||||
· achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||
· substantive company effort is involved in achieving the milestone; | ||||||
· the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and | ||||||
· a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each subsequent milestone payment. | ||||||
Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone and, therefore, the resulting payment would be considered part of the consideration for the single unit of accounting and would be recognized as revenue, as such performance obligations are performed under either the relative performance or straight-line methods, as applicable, and in accordance with these policies as described above. | ||||||
Grant Revenue. Lpath recognizes grant revenue as the related research expenses are incurred, up to contractual limits. | ||||||
Royalty Revenue. Lpath recognizes royalty revenue from licensed products when earned in accordance with the terms of the license agreements. The licensee’s net sales figures used for calculating royalties include deductions for costs of unsaleable returns, cash discounts, freight, postage, and insurance. | ||||||
Research and Development | ||||||
Research and development costs are charged to expense when incurred. | ||||||
Employee Benefit Plan | ||||||
The company has a 401(k) defined contribution plan that provides benefits for most employees. An employee is eligible to participate in this plan after one month of service. The plan provides for full vesting of benefits over five years. Company contributions to the plan are made at the discretion of the Board of Directors and aggregated $118,383 and $90,716 in 2013 and 2012, respectively. | ||||||
Income Taxes | ||||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||||||
A net deferred tax asset related primarily to federal and state net operating loss and research and development credit carryforwards has been fully reserved due to uncertainties regarding Lpath’s ability to realize these tax benefits in future periods. Consequently, no income tax benefit has been recorded for the years ended December 31, 2013 and 2012. | ||||||
Lpath periodically evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. Lpath has not incurred any interest or penalties as of December 31, 2013 with respect to income tax matters. Lpath does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. | ||||||
Comprehensive Income (Loss) | ||||||
Comprehensive income (loss) is comprised of net loss and certain changes in equity that are excluded from net loss. At December 31, 2013 and 2012, Lpath had no reportable differences between net loss and comprehensive loss. | ||||||
Per Share Data | ||||||
Basic net income (loss) per common share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted-average number of common and common dilutive equivalent shares, such as stock options, restricted stock units, restricted stock awards, warrants, and convertible securities outstanding during the period. | ||||||
Anti-dilutive common stock equivalents were excluded from the calculation of diluted income (loss) per share as follows: | ||||||
Years Ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Stock options | 334,981 | 368,036 | ||||
Warrants | 931,099 | 1,269,017 | ||||
Restricted stock units | 721,788 | 417,196 | ||||
Total | 1,987,868 | 2,054,249 | ||||
Impact of Recently Issued Accounting Standards | ||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The update clarifies that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. In situations where the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendment is to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. While early adoption is permitted, we expect to adopt ASU 2013-11 on January 1, 2014. We do not expect the adoption of these new presentation requirements to have a material impact on our consolidated financial position, results of operations, or cash flows. | ||||||
Reclassifications | ||||||
Certain amounts in the prior year consolidated balance sheet have been updated to conform with current year presentation with no impact to stockholders’ equity. |
RESEARCH_AND_DEVELOPMENT_COLLA
RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT | ' | |||||||
RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT | ' | |||||||
Note 2—RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT | ||||||||
In 2010, Lpath entered into an agreement providing Pfizer Inc. with an exclusive option for a worldwide license to develop and commercialize iSONEP™, Lpath’s lead monoclonal antibody product candidate that is being evaluated for the treatment of wet age-related macular degeneration (“wet AMD”) and other ocular disorders. As a result of a clinical hold and the requirement to manufacture new drug substance during 2012, the projected costs to complete the iSONEP trials increased significantly and Pfizer requested the Company to consider potential alternatives to reduce the increased costs of the iSONEP trials. On December 5, 2012, the Company and Pfizer amended the agreement to, among other things, reflect the parties’ agreement to discontinue the PEDigree trial and to focus on the Nexus trial. The parties modified the protocol for the Nexus trial to include certain wet AMD patients with PED in the Nexus trial. In addition, the Company can elect to conduct the PEDigree trial at any time at its cost. Under the terms of the amended agreement, the parties will continue to pursue and share the cost of the iSONEP trials, including any costs associated with discontinuing the PEDigree trial. In October 2013, Lpath announced that it had received notice from Pfizer that Pfizer is currently seeking to divest certain ophthalmology research and development assets, including Pfizer’s exclusive option under the Pfizer Agreement. Lpath presented offers to Pfizer to reacquire these rights. However, in December 2013, Pfizer informed Lpath that its offers were not competitive with other offers. Therefore, Lpath believes that a number of third parties may have an interest in acquiring these rights. Acquisition of the iSONEP option by a third party would not affect the terms of the Pfizer Agreement, as the existing rights and obligations currently held by Pfizer will be assumed the third party or remain with Pfizer based on the terms of the agreement between Pfizer and the third party. | ||||||||
Under the terms of the agreement, as amended, Pfizer provided Lpath with an up-front option payment of $14 million and agreed to share the cost of the planned clinical trials, including any costs associated with discontinuing the PEDigree trial. Pfizer paid the up-front payment in January 2011. Following completion of the Nexus study, Pfizer has the right to exercise its option for worldwide rights to iSONEP for an undisclosed option fee and, if Pfizer exercises its option, Lpath will be eligible to receive development, regulatory, and commercial milestone payments that could total up to $497.5 million; in addition, Lpath will be entitled to receive tiered double-digit royalties based on sales of iSONEP. As part of the agreement, as amended, Lpath has granted to Pfizer a time-limited right of first refusal for ASONEP™, Lpath’s product candidate that is being evaluated for the treatment of cancer. Two Phase 2a trials are currently planned to further assess ASONEP’s efficacy and safety in cancer patients. Lpath recognized revenues as follows: | ||||||||
Years Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Cost reimbursements | $ | 1,106,005 | $ | 1,916,250 | ||||
Amortization of development fees | 5,336,622 | 3,782,312 | ||||||
Other | 60,096 | — | ||||||
$ | 6,502,723 | $ | 5,698,562 |
COMPOSITION_OF_CERTAIN_FINANCI
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | ' | |||||||
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | ' | |||||||
Note 3—COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Equipment and leasehold improvements: | ||||||||
Office furniture and fixtures | $ | 9,435 | $ | 16,177 | ||||
Laboratory equipment | 520,160 | 504,807 | ||||||
Computer equipment and software | 152,884 | 147,591 | ||||||
Leasehold improvements | 24,902 | 24,902 | ||||||
707,381 | 693,477 | |||||||
Accumulated depreciation | (496,019 | ) | (439,882 | ) | ||||
Equipment, net | $ | 211,362 | $ | 253,595 | ||||
Patents: | ||||||||
Patents | $ | 2,100,983 | $ | 1,822,906 | ||||
Accumulated amortization | (174,115 | ) | (133,102 | ) | ||||
Patents, net | $ | 1,926,868 | $ | 1,689,804 |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
FAIR VALUE MEASUREMENTS | ' | ||||
FAIR VALUE MEASUREMENTS | ' | ||||
Note 4—FAIR VALUE MEASUREMENTS | |||||
The company measures fair value in accordance with the applicable accounting standards in the FASB Codification. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||
· Level 1—unadjusted quoted prices in active markets for identical assets or liabilities that the company has the ability to access as of the measurement date. | |||||
· Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability, or indirectly observable through corroboration with observable market data. | |||||
· Level 3—unobservable inputs for the asset or liability are only used when there is little, if any, market activity for the asset or liability at the measurement date. | |||||
This hierarchy requires the company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |||||
Recurring Fair Value Estimates | |||||
Lpath has issued warrants, of which some are classified as equity and some as liabilities. The warrants issued in March 2012 (and expiring in March 2017) provide that in the event of a fundamental transaction, as defined by the warrant agreement, the company may, under certain circumstances, be obligated to settle the March 2012 warrants for cash equal to the value of the warrants determined in accordance with the warrant agreement. The fair value and significant unobservable inputs (level 3) of the March 2012 warrants were $2,100,000 as of December 31, 2013. | |||||
Recurring Level 3 Activity, Reconciliation, and Basis for Valuation | |||||
The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). | |||||
Fair value measurements using significant unobservable inputs (Level 3): | |||||
Liabilities: | |||||
Warrant liability as of January 1, 2012 | $ | 3,600,000 | |||
Exercise of warrants | (1,100,000 | ) | |||
Issuance of warrants | 3,500,000 | ||||
Expiration of warrants | (1,400,000 | ) | |||
Change in fair value of warrants | (1,500,000 | ) | |||
Warrant liability as of December 31, 2012 | 3,100,000 | ||||
Change in fair value of warrants | (1,000,000 | ) | |||
Warrant liability as of December 31, 2013 | $ | 2,100,000 | |||
The company determined the fair value of the warrant liability for certain warrants, as applicable, using a Black-Scholes model. The model considered amounts and timing of future possible equity and warrant issuances and volatility of the company’s stock price equal to 100%, as specified in the underlying warrants. |
RESEARCH_AND_LICENSE_AGREEMENT
RESEARCH AND LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
RESEARCH AND LICENSE AGREEMENTS | ' |
RESEARCH AND LICENSE AGREEMENTS | ' |
Note 5—RESEARCH AND LICENSE AGREEMENTS | |
In August 2006, Lpath and Lonza Biologics, PLC (“Lonza”) entered into two agreements, a License Agreement and a Research Evaluation Agreement. Both agreements grant Lpath the use of certain proprietary technology to assist in the development of monoclonal antibodies. Under the terms of the License Agreement an annual license fee of approximately £300,000 (approximately $488,000 at December 31, 2012) may accrue when Lpath utilizes the Lonza technology in the manufacture of drug substance to be used in clinical trials. The License Agreement further provides that payment of this license fee will be deferred until Lpath’s drug candidate utilizing that technology begins Phase 2 clinical trials. As of December 31, 2012, the company accrued license fees totaling £900,000 ($1,463,000). Such fees, included in our consolidated balance sheet with accrued expenses, were paid to Lonza in January 2013. Under the terms of the Research Evaluation Agreement, a license fee is due annually. The company paid Lonza an annual license fee totaling approximately $57,000 during 2012., related to the Research Evaluation Agreement. No annual license fees were due to Lonza in 2013. | |
In August 2005, Lpath entered into a collaboration agreement with AERES Biomedical (“AERES”) to “humanize” the company’s Sphingomab monoclonal antibody. Humanization under this agreement with AERES involves utilizing proprietary processes owned by AERES for the purpose of modifying Sphingomab antibodies originally contained in mice for potential human acceptance in a clinical trial. The humanized version of Sphingomab that was produced from the collaboration with AERES is called Sonepcizumab. Lpath paid AERES $350,000 in 2012 and no amounts were paid to AERES during 2013. Lpath could owe certain additional contingent amounts when drug candidates based on Sonepcizumab pass through the levels of the FDA drug review and approval process. AERES will be entitled to a royalty, not to exceed 4%, on any revenues generated by the ultimate commercialization of any drug candidate based on Sonepcizumab. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||
Note 6—STOCKHOLDERS’ EQUITY | ||||||||||||
Common Stock | ||||||||||||
On August 15, 2013, Lpath entered into an at-the-market issuance sales agreement, (the “Sales Agreement”) with MLV & Co. LLC (“MLV”) and JMP Securities LLC (“JMP”, together with MLV, the “Sales Agents”), pursuant to which the company may issue and sell shares of its common stock having an aggregate offering price of up to $20 million from time to time, at the company’s option, through the Sales Agents. Sales of common stock through the Sales Agents, if any, will be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Lpath and the Sales AgentsV. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use commercially reasonable efforts to sell the common stock based upon the company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Lpath is not obligated to make any sales of its common stock under the Sales Agreement. Any shares sold will be sold pursuant to the company’s effective shelf registration statement on Form S-3. The company will pay the Sales Agents a commission of up to 3.5% of the gross proceeds. The Sales Agreement will terminate upon the earlier of the sale of all common stock subject to the Sales Agreement or termination of the Sales Agreement by the company or the Sales Agents. In 2013, the company sold 213,700 shares at sales prices ranging from $4.25 to $5.13 per share, resulting in $803,000 in net proceeds. From January 1, 2014 to March 14, 2014, the company sold 1,534,400 shares at sales prices ranging from $4.30 to $5.16 per share, resulting in $7 million in net proceeds. | ||||||||||||
In March 2012, Lpath closed a public offering in which it sold 1,765,524 units, with each unit consisting of one share of the company’s Class A common stock and 0.5 warrants to purchase one share of the company’s Class A common stock, for aggregate gross proceeds of $9,269,000, before deducting placement agent fees and other estimated offering expenses of $1,057,000. The purchase price for each unit was $5.25. Each warrant issued has an exercise price of $7.70 per share, is exercisable immediately, and will expire five years from the date of issuance. Each warrant may be exercised using a cashless exercise procedure at the holder’s sole discretion and includes provisions providing for adjustments to the number of shares exercisable thereunder upon stock dividends, stock splits, and similar events. | ||||||||||||
On December 14, 2012, Lpath closed a public offering in which it sold 2,366,000 shares of the company’s Class A common stock for aggregate gross proceeds of $11,830,000, before deducting placement agent fees and other offering expenses of $963,000. The purchase price was $5.00 per share. | ||||||||||||
Preferred Stock | ||||||||||||
Lpath is authorized to issue up to 15,000,000 shares of preferred stock, with a par value of $0.001 per share. As of December 31, 2013 and 2012, there were no preferred stock shares issued or outstanding. | ||||||||||||
Equity Incentive Plan | ||||||||||||
In November 2005, the company adopted the Lpath, Inc. 2005 Stock Option and Stock Purchase Plan, which permitted stock option grants to employees, outside consultants, and directors. In October 2007, Lpath’s stockholders approved the amendment of this plan which was concurrently renamed the Lpath, Inc. Amended and Restated 2005 Equity Incentive Plan (the “Plan”). There are 2,500,000 shares of Class A common stock authorized for grant under the Plan. The Plan allows for grants of incentive stock options with exercise prices of at least 100% of the fair market value of Lpath’s common stock, nonqualified options with exercise prices of at least 85% of the fair market value of the company’s common stock, restricted stock, and restricted stock units. All stock options granted to date have a ten-year life and vest over zero to five years. Restricted stock units granted have a five-year life and vest over zero to four years, or upon the achievement of specified clinical trial milestones. As of December 31, 2013, a total of 933,778 shares of Class A common stock were available for future grant under the Plan. | ||||||||||||
The following table presents stock-based compensation as included in the company’s consolidated statements of operations: | ||||||||||||
2013 | 2012 | |||||||||||
Stock-based compensation expense: | ||||||||||||
Restricted stock units | $ | 837,275 | $ | 600,110 | ||||||||
Effect of stock-based compensation expense on income by line item: | ||||||||||||
Research and development | $ | 314,185 | $ | 180,217 | ||||||||
General and administrative | 523,090 | 419,893 | ||||||||||
Total stock-based compensation expense | $ | 837,275 | $ | 600,110 | ||||||||
Fair value is determined at the date of grant for employee options and restricted stock units, and at the date at which the grantee’s performance is complete for non-employee options and restricted stock units. Compensation cost is recognized over the vesting period based on the fair value of the options and restricted stock units. | ||||||||||||
Because of the company’s net operating losses for tax purposes, it did not realize any tax benefits for the tax deductions from share-based payment arrangements during the years ended December 31, 2013 and 2012. | ||||||||||||
Stock Options | ||||||||||||
No stock options were granted in 2013 or 2012. As of December 31, 2013, there was no unrecognized compensation expense, net of estimated forfeitures, related to unvested options granted under the Plan. | ||||||||||||
The company uses the Black-Scholes valuation model to estimate the fair value of stock options at the grant date. The Black-Scholes valuation model uses the option exercise price as well as estimates and assumptions related to the expected price volatility of the company’s stock, the rate of return on risk-free investments, the expected period during which the options will be outstanding, and the expected dividend yield for the company’s stock to estimate the fair value of a stock option on the grant date. | ||||||||||||
The weighted-average valuation assumptions were determined as follows: | ||||||||||||
· Expected stock price volatility: The estimated expected volatility is based on a weighted-average calculation of a peer group and the company’s historical volatility. | ||||||||||||
· Risk-free interest rate: The company bases the risk-free interest rate on the interest rate payable on U.S. Treasury debt securities. | ||||||||||||
· Expected term of options: The expected term of options granted is derived using assumed exercise rates based on historical exercise patterns and represents the period of time that options granted are expected to be outstanding. | ||||||||||||
· Expected annual dividends: The estimate for annual dividends is zero because the company has not historically paid, and does not intend for the foreseeable future to pay, a dividend. | ||||||||||||
A summary of the stock option activity under the plan as of December 31, 2013 and 2012, and changes during the years then ended, is presented below: | ||||||||||||
Number | Weighted | Weighted- | Aggregate | |||||||||
of Shares | Average | Average | Intrinsic | |||||||||
Exercise | Remaining | Value | ||||||||||
Price | Contractual | |||||||||||
Term (Years) | ||||||||||||
Outstanding at January 1, 2012 | 374,647 | $ | 3.86 | |||||||||
Granted | — | — | ||||||||||
Exercised | (3,431 | ) | 0.42 | |||||||||
Expired | (3,180 | ) | 9.91 | |||||||||
Forfeited | — | — | ||||||||||
Outstanding at December 31, 2012 | 368,036 | 3.86 | ||||||||||
Granted | — | — | ||||||||||
Exercised | (31,197 | ) | 0.51 | |||||||||
Expired | (1,858 | ) | 5.87 | |||||||||
Forfeited | — | — | ||||||||||
Outstanding at December 31, 2013 | 334,981 | 4.16 | 1.83 | $ | 473,412 | |||||||
Vested and exercisable at December 31, 2013 | 334,981 | $ | 4.16 | 1.83 | $ | 473,412 | ||||||
The aggregate intrinsic value in the table above represents the total intrinsic value which would have been received by the stock option holders had all option holders exercised their options as of that date. The aggregate intrinsic value is calculated as the difference between the fair market value of the company’s common stock on December 31, 2013 of $4.26 and the exercise price of stock options, multiplied by the number of shares subject to such stock options. | ||||||||||||
At December 31, 2013, the company had 140,569 stock options outstanding with strike prices below the company’s market price of $4.26 on that date, of which all were vested and exercisable. The total intrinsic value of options exercised during the years ended December 31, 2013 and 2012 was $117,000 and $21,000, respectively. Cash received from option exercises during the years ended December 31, 2013 and 2012 was $16,000 and $1,000, respectively. Upon stock option exercises, the company issues new shares of common stock. | ||||||||||||
Restricted Stock Units | ||||||||||||
As of December 31, 2013, there was $1,752,000 of total unrecognized stock-based compensation expense related to unvested restricted stock units granted under the Plan. The company expects to recognize that expense over a weighted-average period of 3.01 years. | ||||||||||||
The following table summarizes the restricted stock units activity of the company during 2013 and 2012: | ||||||||||||
Total | Weighted- | |||||||||||
Restricted | Average | |||||||||||
Stock Units | Grant Date | |||||||||||
Fair Value | ||||||||||||
Outstanding January 1, 2012 | 517,750 | $ | 10.31 | |||||||||
Granted | 98,005 | 5.39 | ||||||||||
Shares issued | (177,981 | ) | 15.59 | |||||||||
Forfeited | (20,578 | ) | 6.4 | |||||||||
Outstanding December 31, 2012 | 417,196 | 7.1 | ||||||||||
Granted | 389,714 | 4.96 | ||||||||||
Shares issued | (53,573 | ) | 11.68 | |||||||||
Forfeited | (31,549 | ) | 5.66 | |||||||||
Outstanding December 31, 2013 | 721,788 | $ | 5.66 | |||||||||
Warrants | ||||||||||||
Lpath has issued warrants, of which some are classified as equity and some as liabilities. The warrants issued in March 2012 (and expiring in March 2017) provide that in the event of a fundamental transaction, as defined by the warrant agreement, the company may, under certain circumstances, be obligated to settle the March 2012 warrants for cash equal to the value of the warrants determined in accordance with the warrant agreement. The following warrants contained such provisions, and therefore, pursuant to the applicable criteria, they were not indexed to the company’s own stock: | ||||||||||||
Warrant Expiration Dates | Number of | Exercise | ||||||||||
Shares | Price per Share | |||||||||||
March 2017 | 29,750 | $ | 5.25 | |||||||||
March 2017 | 882,776 | $ | 7.7 | |||||||||
The warrant liability reflected on Lpath’s balance sheet is a consequence of current generally accepted accounting principles, arising from the implementation of ASC 815. The company believes there is no foreseeable circumstance under which Lpath can be required to make any cash payment to settle the warrant liability now carried on the balance sheet. | ||||||||||||
The following table summarizes Lpath warrants outstanding as of December 31, 2013: | ||||||||||||
Warrant Expiration Date | Number of | Exercise Price | ||||||||||
Shares | per Share | |||||||||||
March 27, 2014 | 7,143 | $ | 7 | |||||||||
June 24, 2014 | 5,715 | $ | 5.6 | |||||||||
December 10, 2015 | 5,715 | $ | 5.6 | |||||||||
March 9, 2017 | 29,750 | $ | 5.25 | |||||||||
March 9, 2017 | 882,776 | $ | 7.7 | |||||||||
Total: | 931,099 | |||||||||||
Weighted average: | $ | 7.59 | ||||||||||
The terms of all outstanding warrants permit the company, upon exercise of the warrants, to settle the contract by the delivery of unregistered shares. No warrants were exercised in 2013 and 337,918 warrants expired. During 2012, 562,963 warrants were exercised and 1,166,501 warrants expired. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
INCOME TAXES | ' | |||||||
INCOME TAXES | ' | |||||||
Note 7—INCOME TAXES | ||||||||
As of December 31, 2013, Lpath had federal and California net operating loss (“NOL”) carryforwards of approximately $54 million and $49 million, respectively, that will expire beginning in 2014 and continue expiring through 2033. Portions of these NOL carryforwards may be used to offset future taxable income, if any. | ||||||||
As of December 31, 2013, Lpath also has federal and California research and development tax credit carryforwards of $1,200,000 and $640,000, respectively, available to offset future taxes. The federal credits begin expiring in 2014, and the state credits do not expire. | ||||||||
Under the provisions of Section 382 of the Internal Revenue Code, substantial changes in Lpath’s ownership limit the amount of net operating loss carryforwards and tax credit carryforwards that can be utilized annually in the future to offset taxable income. A valuation allowance has been established to reserve the potential benefits of these carryforwards in Lpath’s consolidated financial statements to reflect the uncertainty of future taxable income required to utilize available tax loss carryforwards and other deferred tax assets. | ||||||||
Significant components of the company’s deferred tax assets and liabilities are as follows: | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Federal and state net operating loss carryforwards | $ | 23,111,000 | $ | 17,665,000 | ||||
Research and development credit carryforwards | 1,812,000 | 1,685,000 | ||||||
Stock-based compensation | 1,645,000 | 1,846,000 | ||||||
Deferred contract revenue | 213,000 | 2,743,000 | ||||||
Other, net | 200,000 | — | ||||||
26,981,000 | 23,939,000 | |||||||
Deferred tax liabilities: | ||||||||
State taxes | (1,929,000 | ) | (1,702,000 | ) | ||||
Patent costs | (825,000 | ) | (724,000 | ) | ||||
Other, net | — | 22 | ||||||
(2,754,000 | ) | (2,448,000 | ) | |||||
Total deferred tax assets | 24,227,000 | 21,491,000 | ||||||
Valuation allowance | (24,227,000 | ) | (21,491,000 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. | ||||||||
As a result of the company’s significant operating loss carryforwards and the corresponding valuation allowance, no income tax provision/benefit has been recorded as of December 31, 2013 and 2012. The provision for income taxes using the statutory federal income tax rate of 34% as compared to the company’s effective tax rate is summarized as follows: | ||||||||
2013 | 2012 | |||||||
Federal tax benefit at statutory rate | $ | 2,232,000 | $ | 936,000 | ||||
State tax benefit, net | 378,000 | 244,000 | ||||||
Change in fair value of warrants | 340,000 | 986,000 | ||||||
Research and development credits | 127,000 | 211,000 | ||||||
Employee stock-based compensation | (366,000 | ) | (493,000 | ) | ||||
Other permanent differences | 25,000 | 97,000 | ||||||
Decrease in valuation allowance | (2,736,000 | ) | (1,981,000 | ) | ||||
Provision for income taxes | $ | — | $ | — |
OPERATING_LEASE
OPERATING LEASE | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
OPERATING LEASE | ' | ||||||||||
OPERATING LEASE | ' | ||||||||||
Note 8—OPERATING LEASE | |||||||||||
Lpath leases an 11,960 square foot laboratory and office facility in San Diego, California. The lease has an initial term of 64 months. Monthly lease payments are $26,645, with annual escalations of 3%. The lease grants the Company the right to extend the lease for an additional five-year term. | |||||||||||
Future minimum payments and sublease income under the company’s non-cancelable operating lease are set forth in the following table: | |||||||||||
Years ending December 31, | Lease | Sublease | Net Lease | ||||||||
Obligation | Income | Obligation | |||||||||
2014 | $ | 324,543 | $ | 11,652 | $ | 312,891 | |||||
2015 | 334,279 | 11,652 | 322,627 | ||||||||
2016 | 286,075 | 9,710 | 276,365 | ||||||||
Total future minimum lease commitments | $ | 944,897 | $ | 33,014 | $ | 911,883 | |||||
Lpath’s rent expense totaled $366,000 and $339,000 for the years ended December 31, 2013 and 2012, respectively. Lpath’s sublease income amounted to $12,000 for the years ended December 31, 2013 and 2012. |
RELATEDPARTY_TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
RELATED-PARTY TRANSACTIONS | ' |
RELATED-PARTY TRANSACTIONS | ' |
Note 9—RELATED-PARTY TRANSACTIONS | |
Lpath subleases a portion of its facility to Western States Investment Corporation (“WSIC”), owned by one of Lpath’s largest stockholders. The terms of the sublease, in general, are the same as the terms of the company’s direct lease. In addition, certain Lpath employees provide investment oversight, accounting, and other administrative services to WSIC. Certain WSIC employees also provide services to Lpath. Lpath and WSIC reimburse each other for costs incurred on behalf of the other entity. Lpath’s sublease income amounted to $12,000 for the years ended December 31, 2013 and 2012. | |
Lpath invoiced WSIC $34,600 for investment oversight expenses in 2012. There were no such invoices to WSIC in 2013. During 2013 and 2012, WSIC billed Lpath $41,900 and $83,400, respectively, for administrative expenses. | |
As of December 31, 2013, WSIC owed Lpath $2,900 for facility expenses and Lpath owed WSIC $9,400 for services provided to Lpath. As of December 31, 2012, WSIC owed Lpath $2,900 for facility expenses and Lpath owed WSIC $13,700 for services provided to Lpath. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
Note 10—SUBSEQUENT EVENTS | |
At-the-Market Sales | |
From January 1, 2014 through March 14, 2014, we have received net proceeds of $7 million from the issuance of 1,534,400 shares of common stock in “at-the-market” sales pursuant to the at-the-market issuance sales agreement we entered into in August 2013 (the “Old Sales Agreement”). | |
Entry into New “At-the-Market” Sales Agreement. | |
On March 18, 2014, Lpath entered into an at-the-market issuance sales agreement (the “New Sales Agreement”) with MLV & Co. LLC (“MLV”) and filed a prospectus supplement to issue up to $23 million of our common stock. Lpath is not obligated to make any sales of its common stock under the New Sales Agreement. Any shares sold will be sold pursuant to Lpath’s effective shelf registration statement on Form S-3. Lpath will pay MLV a commission of up to 3.0% of the gross proceeds. The New Sales Agreement will terminate upon the earlier of the sale of all common stock subject to the New Sales Agreement or termination of the New Sales Agreement by Lpath or MLV. | |
This Annual Report on Form 10-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. | |
We are filing the New Sales Agreement as Exhibit 10.25 to this Annual Report. The description of the New Sales Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the New Sales Agreement filed herewith as an exhibit. On March 18, 2014, DLA Piper LLP delivered an opinion to us in connection with the ATM program. We are filing the opinion of DLA Piper LLP as Exhibit 5.1 to this Annual Report. | |
Termination of Prior “At-the-Market” Sales Agreement | |
On March 17, 2014, Lpath terminated the Old Sales Agreement pursuant to the provisions of the Old Sales Agreement giving Lpath the right to terminate the Old Sales Agreement at any time, for any or no reason, upon ten (10) days prior written notice. | |
THE_COMPANY_AND_A_SUMMARY_OF_I1
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
Organization and Business | ' | |||||
Organization and Business | ||||||
Lpath, Inc. (“Lpath,” “we,” or “company”) is a biotechnology company focused on the discovery and development of lipidomic-based therapeutic antibodies, an emerging field of medical science that targets bioactive signaling lipids to treat a wide range of human diseases. We have two product candidates that are currently in clinical development, and one in pre-clinical evaluation. | ||||||
Basis of Presentation | ' | |||||
Basis of Presentation | ||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of Lpath, Inc. and its wholly-owned subsidiary, Lpath Therapeutics Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||
Estimates | ' | |||||
Estimates | ||||||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from those estimates. | ||||||
Cash and Cash Equivalents | ' | |||||
Cash and Cash Equivalents | ||||||
Cash and cash equivalents consist of cash deposits, money market deposits, and certificates of deposit. | ||||||
Concentration of Credit Risk | ' | |||||
Concentration of Credit Risk | ||||||
Financial instruments that potentially subject the company to a significant concentration of credit risk consist of cash and cash equivalents. The company maintains its cash balances with one major commercial bank in non-interest bearing accounts. Accounts at FDIC-insured institutions are insured by the FDIC up to $250,000. | ||||||
The company invests its excess cash in money market mutual funds and in certificates of deposit of federally insured financial institutions. The company has established guidelines relative to diversification of its cash investments and their maturities that are intended to secure safety and liquidity. To date, the company has not experienced any impairment losses on its cash equivalents. The company has not experienced any losses on its deposits of cash and cash equivalents, short-term and long-term investments. | ||||||
The company’s accounts receivable are derived from entities located in the United States. The company performs ongoing credit evaluation of its debtors, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. To date, there have been no such losses and the company has not recorded an allowance for doubtful accounts. | ||||||
Equipment and Leasehold Improvements | ' | |||||
Equipment and Leasehold Improvements | ||||||
Equipment and leasehold improvements are recorded at cost. Equipment depreciation is computed using the straight-line method over the estimated useful asset lives, which range from three to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remainder of the lease term. Repairs and maintenance are charged to expense as incurred. | ||||||
Patents | ' | |||||
Patents | ||||||
Legal and filing costs directly associated with obtaining patents are capitalized. Upon issuance of a patent, amortization is computed using the straight-line method over the estimated remaining useful life of the patent. | ||||||
Long-lived Assets | ' | |||||
Long-lived Assets | ||||||
The company accounts for the impairment and disposition of long-lived assets for events or changes in circumstances which indicate that their carrying value may not be recoverable. The company recorded charges for impairments of patents totaling $68,309 and $82,551 in 2013 and 2012, respectively. | ||||||
Deferred Rent | ' | |||||
Deferred Rent | ||||||
Rent expense is recorded on a straight-line basis over the term of the lease. The difference between rent expense and amounts paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. | ||||||
Stock-based Compensation Expense | ' | |||||
Stock-based Compensation Expense | ||||||
Compensation expense is measured based on the fair value of the award at the grant date, including estimated forfeitures, and is adjusted to reflect actual forfeitures and the outcomes of certain conditions. Compensation issued to non-employees is remeasured quarterly and income or expense is recognized during their vesting terms. | ||||||
Revenue Recognition | ' | |||||
Revenue Recognition | ||||||
Lpath has and may in the future enter into collaborations where we receive non-refundable up-front payments. Generally, these payments secure licenses to Lpath drug candidates. Non-refundable payments are recognized as revenue when the company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured, and the company has no further performance obligations under the license agreement. Multiple-element arrangements, such as license and development arrangements, are analyzed to determine whether the deliverables, which often include a license together with performance obligations such as research and development responsibilities and steering committee services, can be separated or whether they must be accounted for as a single unit of accounting. The company recognizes up-front license payments as revenue upon delivery of the license only if the license has stand-alone value and the fair value of the undelivered performance obligations, typically including research and/or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have stand-alone value or (ii) have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting, and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. | ||||||
If the company is involved in a steering committee as part of a multiple-element arrangement that is accounted for as a single unit of accounting, the company assesses whether its involvement constitutes a performance obligation or a right to participate. Steering committee services that are determined to be performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining the level of effort required in an arrangement and the period over which the company expects to complete its aggregate performance obligations. | ||||||
When the company receives reimbursement for research costs under collaborative agreements, such reimbursements are recognized as revenue as the underlying costs are incurred. | ||||||
Whenever the company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The company recognizes revenue using the relative performance method provided that the company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period. | ||||||
If the company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement, the performance obligations are provided on a best-efforts basis and the company can reasonably estimate when the performance obligation ceases or the remaining obligations become inconsequential and perfunctory, then the total payments under the arrangement, excluding royalties and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line basis over the period the company expects to complete its performance obligations. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line basis, as of the period ending date. | ||||||
If the company cannot reasonably estimate when its performance obligation either ceases or becomes inconsequential and perfunctory, then revenue is deferred until the company can reasonably estimate when the performance obligation ceases or becomes inconsequential. Revenue is then recognized over the remaining estimated period of performance. | ||||||
Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the company is expected to complete its performance obligations under an arrangement. | ||||||
Collaboration agreements may also contain substantive milestone payments. Substantive milestone payments are considered to be performance bonuses that are recognized upon achievement of the milestone only if all of the following conditions are met: | ||||||
· the milestone payments are non-refundable; | ||||||
· achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; | ||||||
· substantive company effort is involved in achieving the milestone; | ||||||
· the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and | ||||||
· a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each subsequent milestone payment. | ||||||
Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment would not be considered a substantive milestone and, therefore, the resulting payment would be considered part of the consideration for the single unit of accounting and would be recognized as revenue, as such performance obligations are performed under either the relative performance or straight-line methods, as applicable, and in accordance with these policies as described above. | ||||||
Grant Revenue | ' | |||||
Grant Revenue. Lpath recognizes grant revenue as the related research expenses are incurred, up to contractual limits. | ||||||
Royalty Revenue | ' | |||||
Royalty Revenue. Lpath recognizes royalty revenue from licensed products when earned in accordance with the terms of the license agreements. The licensee’s net sales figures used for calculating royalties include deductions for costs of unsaleable returns, cash discounts, freight, postage, and insurance. | ||||||
Research and Development | ' | |||||
Research and Development | ||||||
Research and development costs are charged to expense when incurred. | ||||||
Employee Benefit Plan | ' | |||||
Employee Benefit Plan | ||||||
The company has a 401(k) defined contribution plan that provides benefits for most employees. An employee is eligible to participate in this plan after one month of service. The plan provides for full vesting of benefits over five years. Company contributions to the plan are made at the discretion of the Board of Directors and aggregated $118,383 and $90,716 in 2013 and 2012, respectively. | ||||||
Income Taxes | ' | |||||
Income Taxes | ||||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||||||
A net deferred tax asset related primarily to federal and state net operating loss and research and development credit carryforwards has been fully reserved due to uncertainties regarding Lpath’s ability to realize these tax benefits in future periods. Consequently, no income tax benefit has been recorded for the years ended December 31, 2013 and 2012. | ||||||
Lpath periodically evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. Lpath has not incurred any interest or penalties as of December 31, 2013 with respect to income tax matters. Lpath does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. | ||||||
Comprehensive Income (Loss) | ' | |||||
Comprehensive Income (Loss) | ||||||
Comprehensive income (loss) is comprised of net loss and certain changes in equity that are excluded from net loss. At December 31, 2013 and 2012, Lpath had no reportable differences between net loss and comprehensive loss. | ||||||
Per Share Data | ' | |||||
Per Share Data | ||||||
Basic net income (loss) per common share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted-average number of common and common dilutive equivalent shares, such as stock options, restricted stock units, restricted stock awards, warrants, and convertible securities outstanding during the period. | ||||||
Anti-dilutive common stock equivalents were excluded from the calculation of diluted income (loss) per share as follows: | ||||||
Years Ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Stock options | 334,981 | 368,036 | ||||
Warrants | 931,099 | 1,269,017 | ||||
Restricted stock units | 721,788 | 417,196 | ||||
Total | 1,987,868 | 2,054,249 | ||||
Impact of Recently Issued Accounting Standards | ' | |||||
Impact of Recently Issued Accounting Standards | ||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The update clarifies that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. In situations where the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendment is to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. While early adoption is permitted, we expect to adopt ASU 2013-11 on January 1, 2014. We do not expect the adoption of these new presentation requirements to have a material impact on our consolidated financial position, results of operations, or cash flows. | ||||||
Reclassifications | ' | |||||
Reclassifications | ||||||
Certain amounts in the prior year consolidated balance sheet have been updated to conform with current year presentation with no impact to stockholders’ equity. |
THE_COMPANY_AND_A_SUMMARY_OF_I2
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
Schedule of anti-dilutive common stock equivalents that were excluded from the calculation of diluted income (loss) per share | ' | |||||
Years Ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Stock options | 334,981 | 368,036 | ||||
Warrants | 931,099 | 1,269,017 | ||||
Restricted stock units | 721,788 | 417,196 | ||||
Total | 1,987,868 | 2,054,249 |
RESEARCH_AND_DEVELOPMENT_COLLA1
RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT | ' | |||||||
Schedule of recognized revenues | ' | |||||||
Years Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Cost reimbursements | $ | 1,106,005 | $ | 1,916,250 | ||||
Amortization of development fees | 5,336,622 | 3,782,312 | ||||||
Other | 60,096 | — | ||||||
$ | 6,502,723 | $ | 5,698,562 |
COMPOSITION_OF_CERTAIN_FINANCI1
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS | ' | |||||||
Schedule of composition of certain financial statement captions | ' | |||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Equipment and leasehold improvements: | ||||||||
Office furniture and fixtures | $ | 9,435 | $ | 16,177 | ||||
Laboratory equipment | 520,160 | 504,807 | ||||||
Computer equipment and software | 152,884 | 147,591 | ||||||
Leasehold improvements | 24,902 | 24,902 | ||||||
707,381 | 693,477 | |||||||
Accumulated depreciation | (496,019 | ) | (439,882 | ) | ||||
Equipment, net | $ | 211,362 | $ | 253,595 | ||||
Patents: | ||||||||
Patents | $ | 2,100,983 | $ | 1,822,906 | ||||
Accumulated amortization | (174,115 | ) | (133,102 | ) | ||||
Patents, net | $ | 1,926,868 | $ | 1,689,804 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
FAIR VALUE MEASUREMENTS | ' | ||||
Schedule of fair value measurements using significant unobservable inputs (Level 3) | ' | ||||
Liabilities: | |||||
Warrant liability as of January 1, 2012 | $ | 3,600,000 | |||
Exercise of warrants | (1,100,000 | ) | |||
Issuance of warrants | 3,500,000 | ||||
Expiration of warrants | (1,400,000 | ) | |||
Change in fair value of warrants | (1,500,000 | ) | |||
Warrant liability as of December 31, 2012 | 3,100,000 | ||||
Change in fair value of warrants | (1,000,000 | ) | |||
Warrant liability as of December 31, 2013 | $ | 2,100,000 |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||
Schedule of stock-based compensation expense | ' | |||||||||||
2013 | 2012 | |||||||||||
Stock-based compensation expense: | ||||||||||||
Restricted stock units | $ | 837,275 | $ | 600,110 | ||||||||
Effect of stock-based compensation expense on income by line item: | ||||||||||||
Research and development | $ | 314,185 | $ | 180,217 | ||||||||
General and administrative | 523,090 | 419,893 | ||||||||||
Total stock-based compensation expense | $ | 837,275 | $ | 600,110 | ||||||||
Summary of stock option activity under the plan and changes during the years then ended | ' | |||||||||||
Number | Weighted | Weighted- | Aggregate | |||||||||
of Shares | Average | Average | Intrinsic | |||||||||
Exercise | Remaining | Value | ||||||||||
Price | Contractual | |||||||||||
Term (Years) | ||||||||||||
Outstanding at January 1, 2012 | 374,647 | $ | 3.86 | |||||||||
Granted | — | — | ||||||||||
Exercised | (3,431 | ) | 0.42 | |||||||||
Expired | (3,180 | ) | 9.91 | |||||||||
Forfeited | — | — | ||||||||||
Outstanding at December 31, 2012 | 368,036 | 3.86 | ||||||||||
Granted | — | — | ||||||||||
Exercised | (31,197 | ) | 0.51 | |||||||||
Expired | (1,858 | ) | 5.87 | |||||||||
Forfeited | — | — | ||||||||||
Outstanding at December 31, 2013 | 334,981 | 4.16 | 1.83 | $ | 473,412 | |||||||
Vested and exercisable at December 31, 2013 | 334,981 | $ | 4.16 | 1.83 | $ | 473,412 | ||||||
Summary of restricted stock units activity | ' | |||||||||||
Total | Weighted- | |||||||||||
Restricted | Average | |||||||||||
Stock Units | Grant Date | |||||||||||
Fair Value | ||||||||||||
Outstanding January 1, 2012 | 517,750 | $ | 10.31 | |||||||||
Granted | 98,005 | 5.39 | ||||||||||
Shares issued | (177,981 | ) | 15.59 | |||||||||
Forfeited | (20,578 | ) | 6.4 | |||||||||
Outstanding December 31, 2012 | 417,196 | 7.1 | ||||||||||
Granted | 389,714 | 4.96 | ||||||||||
Shares issued | (53,573 | ) | 11.68 | |||||||||
Forfeited | (31,549 | ) | 5.66 | |||||||||
Outstanding December 31, 2013 | 721,788 | $ | 5.66 | |||||||||
Summary of warrants outstanding not indexed to the company's own stock | ' | |||||||||||
Warrant Expiration Dates | Number of | Exercise | ||||||||||
Shares | Price per Share | |||||||||||
Mar-17 | 29,750 | $ | 5.25 | |||||||||
Mar-17 | 882,776 | $ | 7.7 | |||||||||
Summary of warrants outstanding | ' | |||||||||||
Warrant Expiration Date | Number of | Exercise Price | ||||||||||
Shares | per Share | |||||||||||
27-Mar-14 | 7,143 | $ | 7 | |||||||||
24-Jun-14 | 5,715 | $ | 5.6 | |||||||||
10-Dec-15 | 5,715 | $ | 5.6 | |||||||||
9-Mar-17 | 29,750 | $ | 5.25 | |||||||||
9-Mar-17 | 882,776 | $ | 7.7 | |||||||||
Total: | 931,099 | |||||||||||
Weighted average: | $ | 7.59 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
INCOME TAXES | ' | |||||||
Schedule of significant components of the company's deferred tax assets and liabilities | ' | |||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Federal and state net operating loss carryforwards | $ | 23,111,000 | $ | 17,665,000 | ||||
Research and development credit carryforwards | 1,812,000 | 1,685,000 | ||||||
Stock-based compensation | 1,645,000 | 1,846,000 | ||||||
Deferred contract revenue | 213,000 | 2,743,000 | ||||||
Other, net | 200,000 | — | ||||||
26,981,000 | 23,939,000 | |||||||
Deferred tax liabilities: | ||||||||
State taxes | (1,929,000 | ) | (1,702,000 | ) | ||||
Patent costs | (825,000 | ) | (724,000 | ) | ||||
Other, net | — | 22 | ||||||
(2,754,000 | ) | (2,448,000 | ) | |||||
Total deferred tax assets | 24,227,000 | 21,491,000 | ||||||
Valuation allowance | (24,227,000 | ) | (21,491,000 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
Summary of reconciliation of the provision for income taxes using the statutory federal income tax rate and the effective tax rate | ' | |||||||
2013 | 2012 | |||||||
Federal tax benefit at statutory rate | $ | 2,232,000 | $ | 936,000 | ||||
State tax benefit, net | 378,000 | 244,000 | ||||||
Change in fair value of warrants | 340,000 | 986,000 | ||||||
Research and development credits | 127,000 | 211,000 | ||||||
Employee stock-based compensation | (366,000 | ) | (493,000 | ) | ||||
Other permanent differences | 25,000 | 97,000 | ||||||
Decrease in valuation allowance | (2,736,000 | ) | (1,981,000 | ) | ||||
Provision for income taxes | $ | — | $ | — |
OPERATING_LEASE_Tables
OPERATING LEASE (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
OPERATING LEASE | ' | ||||||||||
Schedule of future minimum payments and sublease income | ' | ||||||||||
Years ending December 31, | Lease | Sublease | Net Lease | ||||||||
Obligation | Income | Obligation | |||||||||
2014 | $ | 324,543 | $ | 11,652 | $ | 312,891 | |||||
2015 | 334,279 | 11,652 | 322,627 | ||||||||
2016 | 286,075 | 9,710 | 276,365 | ||||||||
Total future minimum lease commitments | $ | 944,897 | $ | 33,014 | $ | 911,883 |
THE_COMPANY_AND_A_SUMMARY_OF_I3
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
item | ||
Organization and Business | ' | ' |
Number of product candidates in clinical development | 2 | ' |
Number of product candidates in pre-clinical evaluation | 1 | ' |
Concentration of Credit Risk | ' | ' |
Number of major commercial banks where cash balances are maintained in non-interest bearing accounts | 1 | ' |
Federal insurance limit on deposit accounts | $250,000 | ' |
Long-lived Assets | ' | ' |
Charges for impairments of patents | 68,309 | 82,551 |
Employee Benefit Plan | ' | ' |
Requisite service period for employees to be eligible to participate in the plan | '1 month | ' |
Vesting period | '5 years | ' |
Contributions to the 401(k) plan made at the discretion of the board of directors | $118,383 | $90,716 |
Minimum | Equipment | ' | ' |
Equipment and Leasehold Improvements | ' | ' |
Estimated useful assets lives | '3 years | ' |
Maximum | Equipment | ' | ' |
Equipment and Leasehold Improvements | ' | ' |
Estimated useful assets lives | '5 years | ' |
THE_COMPANY_AND_A_SUMMARY_OF_I4
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES | ' | ' |
Income tax benefit | $0 | $0 |
Anti-dilutive securities excluded from the calculation of diluted income (loss) per share | ' | ' |
Anti-dilutive common stock equivalents (in shares) | 1,987,868 | 2,054,249 |
Stock options | ' | ' |
Anti-dilutive securities excluded from the calculation of diluted income (loss) per share | ' | ' |
Anti-dilutive common stock equivalents (in shares) | 334,981 | 368,036 |
Warrants | ' | ' |
Anti-dilutive securities excluded from the calculation of diluted income (loss) per share | ' | ' |
Anti-dilutive common stock equivalents (in shares) | 931,099 | 1,269,017 |
Restricted stock units | ' | ' |
Anti-dilutive securities excluded from the calculation of diluted income (loss) per share | ' | ' |
Anti-dilutive common stock equivalents (in shares) | 721,788 | 417,196 |
RESEARCH_AND_DEVELOPMENT_COLLA2
RESEARCH AND DEVELOPMENT COLLABORATIVE AGREEMENT (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Research and development collaborative agreement | ' | ' | ' |
Total recognized revenues | ' | $6,502,723 | $5,698,562 |
Collaborative agreements | Pfizer Inc. | ' | ' | ' |
Research and development collaborative agreement | ' | ' | ' |
Up-front payment made by counterparty | 14,000,000 | ' | ' |
Cost reimbursements | ' | 1,106,005 | 1,916,250 |
Amortization of development fees | ' | 5,336,622 | 3,782,312 |
Other | ' | 60,096 | ' |
Total recognized revenues | ' | 6,502,723 | 5,698,562 |
Collaborative agreements | Pfizer Inc. | Maximum | ' | ' | ' |
Research and development collaborative agreement | ' | ' | ' |
Eligible milestone payment to be received, on exercise of option for worldwide rights to iSONEP by counterparty | ' | $497,500,000 | ' |
COMPOSITION_OF_CERTAIN_FINANCI2
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Equipment and leasehold improvements | ' | ' |
Equipment and leasehold improvements, gross | $707,381 | $693,477 |
Accumulated depreciation | -496,019 | -439,882 |
Equipment, net | 211,362 | 253,595 |
Patents: | ' | ' |
Patents | 2,100,983 | 1,822,906 |
Accumulated amortization | -174,115 | -133,102 |
Patents, net | 1,926,868 | 1,689,804 |
Office furniture and fixtures | ' | ' |
Equipment and leasehold improvements | ' | ' |
Equipment and leasehold improvements, gross | 9,435 | 16,177 |
Laboratory equipment | ' | ' |
Equipment and leasehold improvements | ' | ' |
Equipment and leasehold improvements, gross | 520,160 | 504,807 |
Computer equipment and software | ' | ' |
Equipment and leasehold improvements | ' | ' |
Equipment and leasehold improvements, gross | 152,884 | 147,591 |
Leasehold improvements | ' | ' |
Equipment and leasehold improvements | ' | ' |
Equipment and leasehold improvements, gross | $24,902 | $24,902 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (Recurring, Significant Unobservable Inputs (Level 3), Warrants, March 2017, USD $) | Dec. 31, 2013 |
Recurring | Significant Unobservable Inputs (Level 3) | Warrants | March 2017 | ' |
Liabilities: | ' |
Fair value of liabilities | $2,100,000 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (Warrant liability, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant liability | ' | ' |
Liabilities: | ' | ' |
Balance at the beginning of the period | $3,100,000 | $3,600,000 |
Exercise of warrants | ' | -1,100,000 |
Issuance of warrants | ' | 3,500,000 |
Expiration of warrants | ' | -1,400,000 |
Change in fair value of warrants | -1,000,000 | -1,500,000 |
Balance at the end of the period | $2,100,000 | $3,100,000 |
Volatility of stock price as specified in the underlying warrants (as a percent) | 100.00% | ' |
RESEARCH_AND_LICENSE_AGREEMENT1
RESEARCH AND LICENSE AGREEMENTS (Details) | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Lonza | Lonza | Lonza | Lonza | Lonza | Lonza | AERES | AERES | AERES | |
item | License agreement | License agreement | License agreement | License agreement | Research evaluation agreement | Collaboration agreement | Collaboration agreement | Collaboration agreement | |
USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | Maximum | ||
Research and license agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of agreements | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Annual license fees | ' | ' | € 300,000 | $488,000 | ' | ' | ' | ' | ' |
Accrued license fees | ' | 0 | ' | 1,463,000 | 900,000 | ' | ' | ' | ' |
Accrued license fee paid | ' | ' | ' | ' | ' | $57,000 | $0 | $350,000 | ' |
Percentage of royalty | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Aug. 15, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 14, 2014 | Dec. 31, 2013 | Mar. 14, 2014 | Dec. 31, 2013 | Mar. 14, 2014 | Mar. 31, 2012 | Dec. 14, 2012 | |
Subsequent event | Minimum | Minimum | Maximum | Maximum | Warrants | Class A common stock | |||||
Subsequent event | Subsequent event | ||||||||||
Aggregate offering price | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commission (as a percent) | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | 213,700 | ' | 1,534,400 | ' | ' | ' | ' | ' | 2,366,000 |
Sales price (in dollars per share) | ' | ' | ' | ' | ' | $4.25 | $4.30 | $5.13 | $5.16 | ' | ' |
Gross proceeds | ' | ' | 803,000 | ' | 7,000,000 | ' | ' | ' | ' | ' | 11,830,000 |
Units sold | ' | 1,765,524 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of capital unit, number of shares of common stock for each capital unit | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of capital unit, number of warrants for each capital unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' |
Number of shares of common stock that can be purchased with each warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Aggregate gross proceeds from units issued | ' | 9,269,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement agent fees and other estimated offering expenses | ' | 1,057,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of capital unit, purchase price (in dollars per unit) | ' | $5.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price for each warrant issued (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.70 | ' |
Expiration period of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Placement agent fees and other offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $963,000 |
Purchase price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 |
Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) | Dec. 31, 2013 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 | Oct. 31, 2007 |
Class A common stock | Class A common stock | Stock options | Stock options | Stock options | Incentive stock options | Nonqualified options | Restricted stock units | Restricted stock units | Restricted stock units | |
Minimum | Maximum | Minimum | Minimum | Minimum | Maximum | |||||
Stockholders' equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of common stock as a percentage of fair market value | ' | ' | ' | ' | ' | 100.00% | 85.00% | ' | ' | ' |
Expiration term | ' | ' | '10 years | ' | ' | ' | ' | '5 years | ' | ' |
Vesting period | ' | ' | ' | '0 years | '5 years | ' | ' | ' | '0 years | '4 years |
Stock available for future grant (in shares) | 933,778 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based compensation expense | ' | ' |
Total stock-based compensation expense | $837,275 | $600,110 |
Research and development | ' | ' |
Share-based compensation expense | ' | ' |
Total stock-based compensation expense | 314,185 | 180,217 |
General and administrative | ' | ' |
Share-based compensation expense | ' | ' |
Total stock-based compensation expense | 523,090 | 419,893 |
Restricted stock units | ' | ' |
Share-based compensation expense | ' | ' |
Total stock-based compensation expense | $837,275 | $600,110 |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Additional disclosures | ' | ' |
Cash received from option exercises | $15,840 | $73,915 |
Stock option | ' | ' |
Stockholders' equity | ' | ' |
Unrecognized compensation expense | 0 | ' |
Weighted-average valuation assumptions | ' | ' |
Estimated annual dividends | 0 | ' |
Number of Shares | ' | ' |
Outstanding at the beginning of the period (in shares) | 368,036 | 374,647 |
Exercised (in shares) | -31,197 | -3,431 |
Expired (in shares) | -1,858 | -3,180 |
Outstanding at the end of the period (in shares) | 334,981 | 368,036 |
Vested and exercisable at the end of the period (in shares) | 334,981 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $3.86 | $3.86 |
Exercised (in dollars per share) | $0.51 | $0.42 |
Expired (in dollars per share) | $5.87 | $9.91 |
Outstanding at the end of the period (in dollars per share) | $4.16 | $3.86 |
Vested and exercisable at the end of the period (in dollars per share) | $4.16 | ' |
Weighted Average Remaining Contractual Term | ' | ' |
Outstanding at the end of the period | '1 year 9 months 29 days | ' |
Vested and exercisable at the end of the period | '1 year 9 months 29 days | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding at the end of the period (in dollars) | 473,412 | ' |
Vested and exercisable at the end of the period (in dollars) | 473,412 | ' |
Additional disclosures | ' | ' |
Fair market value of common stock (in dollars per share) | $4.26 | ' |
Vested and exercisable options with strike price below market price outstanding (in shares) | 140,569 | ' |
Total intrinsic value of options exercised (in dollars) | 117,000 | 21,000 |
Cash received from option exercises | 16,000 | 1,000 |
Restricted stock units | ' | ' |
Restricted Stock Units | ' | ' |
Total unrecognized stock-based compensation expense | $1,752,000 | ' |
Weighted average period to recognize unrecognized stock-based compensation expense | '3 years 4 days | ' |
Total Restricted Stock Units | ' | ' |
Outstanding at the beginning of the period (in shares) | 417,196 | 517,750 |
Granted (in shares) | 389,714 | 98,005 |
Shares issued | -53,573 | -177,981 |
Forfeited (in shares) | -31,549 | -20,578 |
Outstanding at the end of the period (in shares) | 721,788 | 417,196 |
Weighted Average Grant-Date Fair Value | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $7.10 | $10.31 |
Granted (in dollars per share) | $4.96 | $5.39 |
Shares issued (in dollars per share) | $11.68 | $15.59 |
Forfeited (in dollars per share) | $5.66 | $6.40 |
Outstanding at the end of the period (in dollars per share) | $5.66 | $7.10 |
STOCKHOLDERS_EQUITY_Details_5
STOCKHOLDERS' EQUITY (Details 5) (Warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | |
Stockholder's equity | ' | ' | ' |
Number of Shares | 931,099 | ' | ' |
Exercise price per share (in dollars per share) | ' | ' | $7.70 |
Number of warrants exercised (in shares) | 0 | 562,963 | ' |
Number of warrants expired (in shares) | 337,918 | 1,166,501 | ' |
Weighted average | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Exercise price per share (in dollars per share) | 7.59 | ' | ' |
Mar-17 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares not indexed to entity's own stock | 29,750 | ' | ' |
Exercise price per share not indexed to entity's own stock (in dollars per share) | 5.25 | ' | ' |
Mar-17 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares not indexed to entity's own stock | 882,776 | ' | ' |
Exercise price per share not indexed to entity's own stock (in dollars per share) | 7.7 | ' | ' |
27-Mar-14 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares | 7,143 | ' | ' |
Exercise price per share (in dollars per share) | 7 | ' | ' |
24-Jun-14 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares | 5,715 | ' | ' |
Exercise price per share (in dollars per share) | 5.6 | ' | ' |
10-Dec-15 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares | 5,715 | ' | ' |
Exercise price per share (in dollars per share) | 5.6 | ' | ' |
9-Mar-17 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares | 29,750 | ' | ' |
Exercise price per share (in dollars per share) | 5.25 | ' | ' |
9-Mar-17 | ' | ' | ' |
Stockholder's equity | ' | ' | ' |
Number of Shares | 882,776 | ' | ' |
Exercise price per share (in dollars per share) | 7.7 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Federal | ' |
Net operating loss (NOL) carryforwards | ' |
Net operating loss (NOL) carryforwards | $54 |
California | ' |
Net operating loss (NOL) carryforwards | ' |
Net operating loss (NOL) carryforwards | $49 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (Research and development, USD $) | Dec. 31, 2013 |
Federal | ' |
Tax credit carryforwards | ' |
Tax credit carryforwards | $1,200,000 |
California | ' |
Tax credit carryforwards | ' |
Tax credit carryforwards | $640,000 |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax assets: | ' | ' |
Federal and state net operating loss carryforwards | $23,111,000 | $17,665,000 |
Research and development credit carryforwards | 1,812,000 | 1,685,000 |
Stock-based compensation | 1,645,000 | 1,846,000 |
Deferred contract revenue | 213,000 | 2,743,000 |
Other, net | 200,000 | ' |
Deferred tax assets | 26,981,000 | 23,939,000 |
Deferred tax liabilities: | ' | ' |
State taxes | -1,929,000 | -1,702,000 |
Patent costs | -825,000 | -724,000 |
Other, net | ' | 22,000 |
Deferred tax liabilities | -2,754,000 | -2,448,000 |
Total deferred tax assets | 24,227,000 | 21,491,000 |
Valuation allowance | -24,227,000 | -21,491,000 |
Statutory federal income tax rate | ' | ' |
Statutory federal income tax rate (as a percent) | 34.00% | ' |
Reconciliation of effective tax rate | ' | ' |
Federal tax benefit at statutory rate | 2,232,000 | 936,000 |
State tax benefit, net | 378,000 | 244,000 |
Change in fair value of warrants | 340,000 | 986,000 |
Research and development credits | 127,000 | 211,000 |
Employee stock-based compensation | -366,000 | -493,000 |
Other permanent differences | 25,000 | 97,000 |
Decrease in valuation allowance | ($2,736,000) | ($1,981,000) |
OPERATING_LEASE_Details
OPERATING LEASE (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
sqft | ||
OPERATING LEASE | ' | ' |
Area of laboratory and office facility in San Diego, California (in square foot) | 11,960 | ' |
Initial term of lease | '64 months | ' |
Monthly lease payments | $26,645 | ' |
Percentage of annual escalations | 3.00% | ' |
Additional extended lease term | '5 years | ' |
Lease Obligation | ' | ' |
2014 | 324,543 | ' |
2015 | 334,279 | ' |
2016 | 286,075 | ' |
Total future minimum lease commitments | 944,897 | ' |
Sublease Income | ' | ' |
2014 | 11,652 | ' |
2015 | 11,652 | ' |
2016 | 9,710 | ' |
Total future minimum lease commitments | 33,014 | ' |
Net Lease Obligation | ' | ' |
2014 | 312,891 | ' |
2015 | 322,627 | ' |
2016 | 276,365 | ' |
Total future minimum lease commitments | 911,883 | ' |
Total rent expenses | 366,000 | 339,000 |
Sublease income | $12,000 | $12,000 |
RELATEDPARTY_TRANSACTIONS_Deta
RELATED-PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related-party transactions | ' | ' |
Sublease income | $12,000 | $12,000 |
WSIC | ' | ' |
Related-party transactions | ' | ' |
Number of largest stockholders | 1 | ' |
Sublease income | 12,000 | 12,000 |
Investment oversight expenses | 0 | 34,600 |
Administrative expenses | 41,900 | 83,400 |
Amount due for facility expenses | 2,900 | 2,900 |
Amount due for services received | $9,400 | $13,700 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended |
Aug. 15, 2013 | Dec. 31, 2013 | Mar. 17, 2014 | Mar. 14, 2014 | Mar. 18, 2014 | |
Subsequent events | Subsequent events | Subsequent events | |||
item | MLV | ||||
Subsequent events | ' | ' | ' | ' | ' |
Net proceeds from issuance of shares of common stock in at-the-market sales | ' | $803,000 | ' | $7,000,000 | ' |
Number of shares of common stock issued in at-the-market sales | ' | 213,700 | ' | 1,534,400 | ' |
Value of the supplemental issuance of common stock | ' | ' | ' | ' | $23,000,000 |
Commission as a percentage of gross proceeds payable pursuant to effective shelf registration statement | 3.50% | ' | ' | ' | 3.00% |
Number of days written notice required to terminate prior sales agreement entered into with MLV and JMP | ' | ' | 10 | ' | ' |