Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'NOVELOS THERAPEUTICS, INC. | ' |
Entity Central Index Key | '0001279704 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'NVLT | ' |
Entity Common Stock, Shares Outstanding | ' | 57,397,997 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash and cash equivalents | $5,110,493 | $4,677,545 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 329,352 | 327,393 |
Deferred financing costs | 0 | 70,539 |
Total current assets | 5,494,845 | 5,130,477 |
RESTRICTED CASH | 0 | 2,000,000 |
FIXED ASSETS, NET | 2,449,786 | 2,645,003 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 27,222 | 27,222 |
TOTAL ASSETS | 9,647,315 | 11,478,164 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable and accrued liabilities | 1,157,313 | 716,990 |
Derivative liability | 3,469,548 | 13,304 |
Capital lease obligations, current portion | 2,309 | 2,397 |
Total current liabilities | 4,629,170 | 732,691 |
LONG-TERM LIABILITIES: | ' | ' |
Notes payable | 450,000 | 450,000 |
Deferred rent | 141,854 | 135,404 |
Capital lease obligations, net of current portion | 0 | 1,694 |
Total long-term liabilities | 591,854 | 587,098 |
TOTAL LIABILITIES | 5,221,024 | 1,319,789 |
COMMITMENTS AND CONTINGENCIES (Note 7 and Note 9) | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of September 30, 2013 and December 31, 2012 | 0 | 0 |
Common stock, $0.00001 par value; 150,000,000 shares authorized; 57,397,997 and 46,397,997 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 574 | 464 |
Additional paid-in capital | 51,536,776 | 50,435,311 |
Deficit accumulated during the development stage | -47,111,059 | -40,277,400 |
Total stockholders’ equity | 4,426,291 | 10,158,375 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $9,647,315 | $11,478,164 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 57,397,997 | 46,397,997 |
Common stock, shares outstanding | 57,397,997 | 46,397,997 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 131 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
COSTS AND EXPENSES: | ' | ' | ' | ' | ' |
Research and development | $2,066,827 | $1,253,066 | $5,306,277 | $3,896,005 | $31,234,002 |
General and administrative | 843,622 | 800,952 | 3,039,074 | 2,695,503 | 16,333,784 |
Merger costs | 0 | 0 | 0 | 0 | 799,133 |
Total costs and expenses | 2,910,449 | 2,054,018 | 8,345,351 | 6,591,508 | 48,366,919 |
LOSS FROM OPERATIONS | -2,910,449 | -2,054,018 | -8,345,351 | -6,591,508 | -48,366,919 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' | ' |
Grant income | 0 | 0 | 0 | 0 | 244,479 |
Gain (loss) on revaluation of derivative warrants | 1,597,372 | 3,902 | 2,263,756 | -42,178 | 2,217,744 |
Loss on issuance of derivative warrants | 0 | 0 | -744,957 | 0 | -744,957 |
Interest expense, net | -2,241 | -2,096 | -7,107 | -6,240 | -462,567 |
Other income | 0 | 0 | 0 | 0 | 1,161 |
Total other income (expense), net | 1,595,131 | 1,806 | 1,511,692 | -48,418 | 1,255,860 |
NET LOSS | -1,315,318 | -2,052,212 | -6,833,659 | -6,639,926 | -47,111,059 |
DEEMED DIVIDEND ON WARRANTS | 0 | -543,359 | 0 | -543,359 | -543,359 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($1,315,318) | ($2,595,571) | ($6,833,659) | ($7,183,285) | ($47,654,418) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (in dollars per share) | ($0.02) | ($0.06) | ($0.12) | ($0.18) | ($2.82) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (in shares) | 57,397,997 | 43,286,515 | 55,383,345 | 39,611,899 | 16,876,454 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 131 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Net loss | ($6,833,659) | ($6,639,926) | ($47,111,059) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 325,660 | 384,083 | 3,238,951 |
Stock-based compensation | 1,101,465 | 1,159,911 | 5,459,635 |
Intrinsic value of beneficial conversion feature associated with convertible debt | 0 | 0 | 471,765 |
Issuance of stock for technology and services | 0 | 0 | 89,520 |
Impairment of intangible assets | 0 | 0 | 19,671 |
Loss on disposal of fixed assets | 4,513 | 0 | 40,990 |
(Gain) loss on revaluation of derivative warrants | -2,263,756 | 42,178 | -2,217,744 |
Loss on issuance of derivative warrants | 744,957 | 0 | 744,957 |
Changes in: | ' | ' | ' |
Prepaid expenses and other current assets | -1,959 | -81,012 | -313,182 |
Accounts payable and accrued liabilities | 440,323 | 234,767 | 777,184 |
Accrued interest | 0 | 0 | 463,722 |
Deferred rent | 6,450 | 8,828 | 141,854 |
Cash used in operating activities | -6,476,006 | -4,891,171 | -38,193,736 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Cash acquired in a business combination | 0 | 0 | 905,649 |
Purchases of fixed assets | -134,956 | -37,142 | -5,719,239 |
Proceeds from sale of fixed assets | 0 | 0 | 7,000 |
Purchases of short-term certificates of deposit | 0 | 0 | -5,500,730 |
Proceeds from short-term certificates of deposit | 0 | 0 | 5,500,730 |
Change in restricted cash | 2,000,000 | 0 | -55,000 |
Payment for intangible assets | 0 | 0 | -19,671 |
Cash provided by (used in) investing activities | 1,865,044 | -37,142 | -4,881,261 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from issuance of convertible notes | 0 | 0 | 2,720,985 |
Proceeds from long-term obligations | 0 | 0 | 1,677,945 |
Payments on long-term obligations | 0 | 0 | -1,227,944 |
Payments on capital lease obligations | -1,782 | -1,661 | -8,665 |
Proceeds from issuance of common stock, net of issuance costs | 4,975,153 | 4,870,978 | 43,688,181 |
Proceeds from exercise of warrants | 0 | 150,800 | 1,338,300 |
Repurchase of common stock | 0 | 0 | -31,667 |
Cash in lieu of fractional shares in a business combination | 0 | 0 | -145 |
Change in deferred financing costs | 70,539 | 0 | 28,500 |
Cash provided by financing activities | 5,043,910 | 5,020,117 | 48,185,490 |
INCREASE IN CASH AND EQUIVALENTS | 432,948 | 91,804 | 5,110,493 |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 4,677,545 | 5,505,960 | 0 |
CASH AND EQUIVALENTS AT END OF PERIOD | 5,110,493 | 5,597,764 | 5,110,493 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ' | ' | ' |
Fair value of warrants classified as derivative liability | 5,720,000 | 0 | 5,720,000 |
Interest paid | 0 | 43,855 | 208,689 |
Fair value of derivative warrants reclassified to equity upon cashless exercise | 0 | 0 | 92,194 |
Issuance of common stock in connection with the conversion of notes payable and $463,722 in accrued interest | 0 | 0 | 3,184,707 |
Fair value of assets acquired in exchange for securities in a business combination | 0 | 0 | 78,408 |
Fair value of liabilities assumed in exchange for securities in a business combination | 0 | 0 | -439,616 |
Goodwill resulting from business combination | $0 | $0 | $1,675,462 |
NATURE_OF_BUSINESS_ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature Of Business Organization and Going Concern Disclosure [Text Block] | ' |
1. NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | |
Novelos Therapeutics, Inc. (“Novelos” or the “Company”) is a pharmaceutical company developing novel drugs for the treatment and diagnosis of cancer. | |
The Company is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are dependence on key individuals, competition from substitute products and larger companies, the successful development and marketing of its products in a highly regulated environment and the need to obtain additional financing necessary to fund future operations. | |
The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception in devoting substantially all of its efforts toward research and development and has an accumulated deficit of $47,111,059 at September 30, 2013. During the nine months ended September 30, 2013, the Company generated a net loss of $6,833,659 and the Company expects that it will continue to generate operating losses for the foreseeable future. The Company believes that its cash balance at September 30, 2013 is adequate to fund operations at budgeted levels through February 2014. The Company’s ability to execute its operating plan beyond that time depends on its ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or otherwise. The Company plans to continue to actively pursue financing alternatives, but there can be no assurance that it will obtain the necessary funding. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
The accompanying balance sheet as of December 31, 2012 has been derived from audited financial statements. The accompanying unaudited consolidated balance sheet as of September 30, 2013, the consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 and the cumulative period November 7, 2002 (date of inception) through September 30, 2013, and the consolidated statements of cash flows for the three and nine months ended September 30, 2013 and 2012 and the cumulative period November 7, 2002 (date of inception) through September 30, 2013 and the related interim information contained within the notes to the consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position at September 30, 2013 and consolidated results of its operations and its cash flows for the three and nine months ended September 30, 2013 and 2012 and the period from November 7, 2002 (inception) to September 30, 2013. The results for the nine months ended September 30, 2013 are not necessarily indicative of future results. | |
These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Form 10-K, which was filed with the SEC on March 28, 2013. | |
Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. | |
Restricted Cash — The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash (current) at September 30, 2013 consists of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. In October 2013, the Company received a waiver of its agreement to use the proceeds of a November, 2012 private placement for the construction of additional manufacturing facilities at its Madison, WI location. Accordingly, the corresponding amount of $1,878,232 was reclassified from restricted cash to cash and cash equivalents on the balance sheet as of September 30, 2013 (see Note 10). | |
Deferred Financing Costs — Incremental direct costs associated with the issuance of the Company’s common stock are deferred and are recognized as a reduction of the gross proceeds upon completion of the related equity transaction. In the event that the equity transaction is not probable or is aborted, the Company expenses such costs. There were no deferred financing costs as of September 30, 2013. At December 31, 2012, the Company had recorded $70,539 of costs in connection with a public offering of stock. During the nine months ended September 30, 2013, upon the completion of the associated equity transaction, the deferred costs were offset against the gross proceeds received (see Note 3). | |
Goodwill — Intangible assets at September 30, 2013 consist of goodwill recorded in connection with a business combination with Cellectar, Inc. (Cellectar), a privately held Wisconsin corporation that designed and developed products to detect, treat and monitor a wide variety of human cancers (the Acquisition). Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. There were no changes in goodwill during the nine months ended September 30, 2013. | |
Stock-Based Compensation — The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Non-employee stock-based compensation is accounted for in accordance with the guidance of Topic 505, Equity of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”). As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. | |
Fair Value of Financial Instruments — The guidance under FASB ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. Financial instruments in the accompanying financial statements consist of cash equivalents, accounts payable and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value due to their short-term nature. The carrying value of long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market interest rates available on similar instruments. | |
Derivative Instruments — The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 16,527,310 and 27,310 at September 30, 2013 and December 31, 2012, respectively. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At September 30, 2013 and December 31, 2012, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
FAIR_VALUE
FAIR VALUE | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
2. FAIR VALUE | ||||||||||||||
In accordance with Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. | ||||||||||||||
· | Level 1: Input prices quoted in an active market for identical financial assets or liabilities. | |||||||||||||
· | Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. | |||||||||||||
· | Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market. | |||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
September 30, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Warrants | $ | - | $ | 3,469,548 | $ | - | $ | 3,469,548 | ||||||
31-Dec-12 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Warrants | $ | - | $ | 13,304 | $ | - | $ | 13,304 | ||||||
The Company uses a modified option-pricing model together with assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rates ranging from 0.10% to 1.22%, volatility ranging from 75% to 115%, the contractual term of the warrants ranging from 0.39 to 4.39 years, future financing requirements and dividend rates in estimating fair value for the warrants considered to be derivative instruments. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Equity [Abstract] | ' | |||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||
3. STOCKHOLDERS’ EQUITY | ||||||||||
February 2013 Public Offering | ||||||||||
On February 20, 2013, pursuant to securities purchase agreements entered into with investors on February 12, 2013, the Company completed a registered public offering of an aggregate of 11,000,000 shares of its common stock, warrants to purchase up to an aggregate of 11,000,000 shares of our common stock at an exercise price of $0.50 per share which are exercisable for five years from issuance, and warrants to purchase up to an aggregate of 5,500,000 shares of our common stock at an exercise price of $0.50 per share which are exercisable for one year from issuance, for gross proceeds of $5,500,000 and net proceeds of $4,975,153 after deducting transaction costs, which include placement agent fees and legal and accounting costs associated with the offering (the “February Offering”). The warrant exercise price and the common stock issuable pursuant to such warrants are subject to adjustment for stock dividends, stock splits and similar capital reorganizations, in which event the rights of the warrant holders would be adjusted as necessary so that they would be equivalent to the rights of the warrant holders prior to such event. The exercise price of the warrants is also subject to adjustment for dilutive issuances. The warrants did not meet the criteria for equity classification as a result of the down-round protection. Accordingly the fair value of $5,720,000 was recorded as a derivative liability on the date of issuance. The fair value upon issuance exceeded the net proceeds received in the offering. The excess of $744,957 was recorded as a loss on issuance of derivative warrants on the Company’s consolidated statement of operations for the nine months ended September 30, 2013. The Company utilized a modified option-pricing model to determine the fair value of the warrants (see Note 2). The change in fair value from June 30, 2013 through September 30, 2013 of $1,595,000 is recorded as a gain on derivatives in the three months ended September 30, 2013. The change in fair value from issuance date through September 30, 2013 of $2,255,000 is recorded as a gain on derivatives in the nine months ended September 30, 2013. In the February Offering, the Company paid a cash fee of $385,000 and issued warrants to purchase 770,000 shares of its common stock at an exercise price of $0.625 per share expiring on February 4, 2018 to the placement agent. The placement agent warrants do not contain down-round protection. | ||||||||||
Common Stock Warrants | ||||||||||
The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2013. | ||||||||||
Offering | Number of Shares | Exercise | Expiration Date | |||||||
Issuable Upon | Price | |||||||||
Exercise of | ||||||||||
Outstanding | ||||||||||
Warrants | ||||||||||
February 2013 Public Offering (1) | 11,000,000 | $ | 0.5 | 20-Feb-18 | ||||||
February 2013 Public Offering (1) | 5,500,000 | $ | 0.5 | 20-Feb-14 | ||||||
February 2013 Public Offering – Placement Agents | 770,000 | $ | 0.625 | 4-Feb-18 | ||||||
November 2012 Private Placement | 1,000,000 | $ | 1.25 | 2-Nov-17 | ||||||
June 2012 Public Offering | 2,981,440 | $ | 1.25 | 13-Jun-17 | ||||||
December 2011 Underwritten Offering | 9,248,334 | $ | 0.6 | 6-Dec-16 | ||||||
April 2011 Private Placement | 6,058,811 | $ | 0.75 | 31-Mar-16 | ||||||
Legacy warrants (1) | 27,310 | $ | 0.5 | 27-Jul-15 | ||||||
Legacy warrants | 105,040 | $ | 16.065 | 27-Jul-15 | ||||||
Legacy warrants | 91,524 | $ | 99.45-100.98 | 31-Dec-15 | ||||||
Total | 36,782,459 | |||||||||
(1) The exercise prices of these warrants are subject to adjustment for "down-rounds" and have been accounted for as derivative instruments as described in Note 2. | ||||||||||
On January 31, 2013, warrants to purchase 2,000,000 shares of common stock at an exercise price of $1.00 per share expired unexercised. | ||||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
4. STOCK-BASED COMPENSATION | |||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||
The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for non-performance based awards is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Evaluation of the probability of meeting performance targets is evaluated at the end of each reporting period. Non-employee stock-based compensation is accounted for in accordance with the guidance of FASB ASC Topic 505, Equity. As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. | |||||||||||||||||
The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock-option grants and stock-based compensation recorded in connection with stock options granted to non-employee consultants: | |||||||||||||||||
Three Months Ended | Nine Months Ended | Cumulative | |||||||||||||||
September 30, | September 30, | Development- | |||||||||||||||
Stage Period | |||||||||||||||||
from | |||||||||||||||||
November 7, | |||||||||||||||||
2002 through | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Employee and director stock option grants: | |||||||||||||||||
Research and development | $ | 84,949 | $ | 78,627 | $ | 297,561 | $ | 234,816 | $ | 1,105,822 | |||||||
General and administrative | 206,449 | 249,562 | 782,731 | 747,808 | 3,941,523 | ||||||||||||
291,398 | 328,189 | 1,080,292 | 982,624 | 5,047,345 | |||||||||||||
Non-employee consultant stock option grants: | |||||||||||||||||
Research and development | 5,812 | 3,896 | 10,134 | 85,265 | 126,170 | ||||||||||||
General and administrative | 464 | 4,351 | 11,039 | 92,022 | 286,120 | ||||||||||||
6,276 | 8,247 | 21,173 | 177,287 | 412,290 | |||||||||||||
Total stock-based compensation | $ | 297,674 | $ | 336,436 | $ | 1,101,465 | $ | 1,159,911 | $ | 5,459,635 | |||||||
During the year ended December 31, 2012, the Company granted options to purchase 167,550 shares of common stock pursuant to performance-based awards to its chief executive officer. No compensation expense was recognized related to the performance-based awards as the award was forfeited in January 2013 when the milestones were not met. | |||||||||||||||||
The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: | |||||||||||||||||
Three Months | Nine Months | Three and Nine | |||||||||||||||
Ended | Ended | Months Ended | |||||||||||||||
September 30, | September 30, | September 30, 2012 | |||||||||||||||
2013 | 2013 | ||||||||||||||||
Volatility | 109 | % | 109 | % | 115 | % | |||||||||||
Risk-free interest rate | 1.82 | % | 0.915% - 1.82 | % | 0.925 | % | |||||||||||
Expected life (years) | 6 | 6 | 6 | ||||||||||||||
Dividend | 0 | % | 0 | % | 0 | % | |||||||||||
Weighted-average exercise price | $ | 0.43 | $ | 0.47 | $ | 1 | |||||||||||
Weighted-average grant-date fair value | $ | 0.36 | $ | 0.39 | $ | 0.85 | |||||||||||
The Company granted 140,000 and 24,000 stock options during the three months ended September 30, 2013 and 2012, respectively, and granted 160,000 and 24,000 in the nine months ended September 30, 2013 and 2012, respectively, under the Company’s 2006 Stock Incentive Plan. All grants were equal to the market value of the Company’s common stock on the date of grant. | |||||||||||||||||
Stock Option Activity | |||||||||||||||||
A summary of stock option activity under stock option plans is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Issuable Upon | Exercise Price | Remaining | Value | ||||||||||||||
Exercise of | Contracted | ||||||||||||||||
Outstanding | Term in | ||||||||||||||||
Options | Years | ||||||||||||||||
Outstanding at December 31, 2012 | 6,439,188 | $ | 1.52 | ||||||||||||||
Granted | 160,000 | $ | 0.47 | ||||||||||||||
Forfeited | -338,386 | $ | 0.81 | ||||||||||||||
Expired | -156,135 | $ | 2.47 | ||||||||||||||
Outstanding at September 30, 2013 | 6,104,667 | $ | 1.51 | ||||||||||||||
Vested, September 30, 2013 | 3,674,390 | $ | 1.96 | 7.95 | $ | — | |||||||||||
Unvested, September 30, 2013 | 2,430,277 | $ | 0.83 | 8.67 | $ | — | |||||||||||
Exercisable at September 30, 2013 | 3,674,390 | $ | 1.96 | 7.95 | $ | — | |||||||||||
The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. | |||||||||||||||||
As of September 30, 2013, there was $1,531,476 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize $861,519, $476,130, $192,760 and $1,067 during 2013, 2014, 2015 and 2016, respectively. The Company expects 2,430,277 in unvested options to vest in the future. The weighted-average grant-date fair value of vested and unvested options outstanding at September 30, 2013 was $0.93 per share and $0.69 per share, respectively. | |||||||||||||||||
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
5. INCOME TAXES | |
The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial-statement and income-tax basis of assets and liabilities, and net operating loss carryforwards, using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The Company did not record a provision or benefit for federal, state or foreign income taxes for the three and nine months ended September 30, 2013 or 2012 because the Company has experienced losses on a tax basis since inception. Because of the limited operating history, continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the value of its gross deferred tax asset. | |
The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. | |
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share [Text Block] | ' | |||||||||||
6. NET LOSS PER SHARE | ||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss, as adjusted, by the sum of the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock options and warrants. Since there is a net loss attributable to common stockholders for the three and nine months ended September 30, 2013 and 2012, the inclusion of common stock equivalents in the computation for those periods would be antidilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented. | ||||||||||||
The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: | ||||||||||||
Three Months Ended | Nine Months Ended | Cumulative | ||||||||||
September 30, | September 30, | Development- | ||||||||||
Stage Period from | ||||||||||||
November 7, 2002 | ||||||||||||
(inception) | ||||||||||||
through | ||||||||||||
September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | ||||||||
Warrants | 36,782,459 | 23,767,459 | 36,782,459 | 23,767,459 | 36,782,459 | |||||||
Stock options | 6,104,667 | 4,675,754 | 6,104,667 | 4,675,754 | 6,104,667 | |||||||
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal Matters and Contingencies [Text Block] | ' |
7. CONTINGENCIES | |
Litigation | |
The Company is party to the following legal matter. | |
BAM Dispute | |
From its inception through 2010, Novelos was primarily engaged in the development of certain oxidized glutathione-based compounds for application as therapies for disease, particularly cancer. These compounds were originally developed in Russia and in June 2000, Novelos acquired commercial rights from the Russian company (“ZAO BAM”) which owned the compounds and related Russian patents. In April 2005, Novelos acquired worldwide rights to the compounds (except for the Russian Federation) in connection with undertaking extensive development activities in an attempt to secure US Food and Drug Administration approval of the compounds as therapies. These development activities culminated in early 2010 in an unsuccessful Phase 3 clinical trial of an oxidized glutathione compound (NOV-002) as a therapy for non-small cell lung cancer. After the disclosure of the negative outcome of the Phase 3 clinical trial in 2010, ZAO BAM claimed that Novelos modified the chemical composition of NOV-002 without prior notice to or approval from ZAO BAM, constituting a material breach of the June 2000 technology and assignment agreement. In September 2010, Novelos filed a complaint in Massachusetts Superior Court seeking a declaratory judgment by the court that the June 2000 agreement has been entirely superseded by the April 2005 agreement and that the obligations of the June 2000 agreement have been performed and fully satisfied. ZAO BAM answered the complaint and alleged counterclaims. In August 2011, Novelos filed a motion for judgment on the pleadings as to the declaratory judgment count and all counts of ZAO BAM’s amended counterclaims. On October 17, 2011, the court ruled in favor of Novelos on each of the declaratory judgment claims and dismissed all counts of ZAO BAM’s counterclaim. Judgment in favor of Novelos was entered on October 20, 2011. On November 14, 2011 ZAO BAM filed a notice of appeal. On November 1, 2013, ZAO BAM’s appeal was docketed with the Massachusetts Appeals Court. ZAO BAM’s appellate brief must be served by December 11, 2013. Novelos’ appellate brief will be due 30 days after that service. | |
We do not anticipate that this litigation matter will have a material adverse effect on the Company’s future financial position, results of operations or cash flows. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
8. RELATED PARTY TRANSACTIONS | |
Jamey Weichert, the Company’s Chief Scientific Officer and principal founder of Cellectar, and a director and shareholder of the Company, is a faculty member at the University of Wisconsin-Madison (“UW”). During the three and nine months ended September 30, 2013, the Company made contributions to UW totaling $62,500 and $187,500, respectively for use towards unrestricted research activities. The Company paid $0 and $73,385 to UW for costs associated with clinical trial and other research agreements during the three and nine months ended September 30, 2013. The Company made contributions to UW of $62,500 and $206,500 for use towards unrestricted research activities during the three and nine months ended September 30, 2012, respectively, and paid UW $0 and $144,044 for costs associated with clinical trial agreements during the three and nine months ended September 30, 2012, respectively. | |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
9. COMMITMENTS | |
Employment Agreement | |
On July 29, 2013, the Company announced that Harry Palmin, the Company’s President and CEO and a Director, would step down from his positions with the Company, in order to pursue other opportunities, upon the naming of his successor. | |
In connection with this management transition, on July 26, 2013, the employment agreement between the Company and Harry Palmin, President and CEO, was amended to provide for a lump-sum payment of $150,000, equal to six months base salary, to provide for the continuation of benefits for six months following a termination without cause prior to March 31, 2014, to provide for the acceleration of vesting of all of Mr. Palmin’s unvested options in the event of a termination without cause or a resignation for good reason, to extend the exercise period of Mr. Palmin’s options to a period of 18 months following termination, and to provide for the payment of $150,000 to Mr. Palmin upon the completion of certain milestones prior to September 30, 2013. | |
On October 4, 2013, the employment of Mr. Palmin was terminated without cause and Mr. Palmin resigned as a Class III Director of the Company (see Note 10). | |
Entry into Retention Agreements | |
Also in connection with the management transition, on July 26, 2013, the Company entered into retention agreements with two executive officers. The retention agreements provide for the payment of a retention bonus equal to thirty percent of the executive’s salary if the executives remain employed with the Company as of December 31, 2013. Furthermore, the agreements provide for a lump-sum payment of six months base salary and continuation of benefits for six months following a termination without cause or resignation with good reason on or before June 30, 2014. Upon such a termination, all unvested options held by the executives shall be credited with an additional six months vesting and all vested options held by the executives shall be exercisable for eighteen months following termination. A total of $392,000 may become payable to the executives pursuant to the retention agreements. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
10. SUBSEQUENT EVENTS | |
Management Transition | |
On October 4, 2013, the employment of Mr. Palmin was terminated without cause in accordance with his employment agreement, as amended, and Mr. Palmin resigned as a Class III Director of the Company. In connection with Mr. Palmin’s termination, he received payments totaling $250,000 and will receive continuation of health and dental benefits for six months following the termination date. All of Mr. Palmin’s unvested options were vested on his termination date and the exercise period was extended for an additional 18 months until April 4, 2015. In connection with this modification of options, the Company anticipates recognizing incremental stock-based compensation expense of approximately $105,000 and will recognize the remaining unrecognized stock-based compensation expense of approximately $561,000 related to these options in the fourth quarter of 2013. | |
On October 4, 2013, Dr. Simon Pedder was appointed as Acting Chief Executive Officer and elected as a Class III Director replacing Mr. Palmin. The Company entered into a consulting agreement with Dr. Pedder for the period from October 4, 2013 through March 31, 2014 under which the Company will pay Dr. Pedder a consulting fee of $30,000 per month, granted Dr. Pedder a non-qualified stock option to purchase up to 3,360,000 shares of common stock having an exercise price of $0.33 per share and vesting equally over four years and granted a non-qualified stock option to purchase up to 1,925,573 shares of common stock having an exercise price of $0.75 per share, exercisable as shares of the Company’s common stock are issued following the exercise of outstanding warrants to purchase up to 36,585,895 shares of the Company’s common stock, in the ratio of one option share for each 19 shares issued upon warrant exercise. Both non-qualified stock options expire on October 4, 2023 unless earlier exercised or terminated. | |
The Company also entered into an employment agreement with Dr. Pedder effective as of April 1, 2014, pursuant to which Dr. Pedder will serve as President and Chief Executive Officer of the Company at a base salary rate of $350,000 per year beginning April 1, 2014. Dr. Pedder will also receive a monthly reimbursement for temporary living costs not to exceed $4,000 per month during the first 6 months of employment. | |
Waiver Agreement | |
On October 9, 2013, the Company entered into a Waiver Agreement with Renova Assets Ltd. (“Renova”), under which Renova has waived the obligations of the Company to use the proceeds from the sale of securities under the Securities Purchase Agreement dated November 1, 2012 for the construction of additional manufacturing facilities for its LIGHT compound. The Company has agreed to use the proceeds for the development of its LIGHT compound and to invite two representatives, designated by Renova, to act as board observers through December 31, 2014. The Company paid $40,000 to Renova as reimbursement for administrative and other costs in connection with the Waiver Agreement. As a result of the designation of the remaining proceeds to fund ordinary operating activities rather than the previously contemplated construction project, the Company has reclassified $1,878,232 from restricted cash to cash and cash equivalents on the accompanying balance sheet as of September 30, 2013. | |
Restructuring of Board of Directors | |
On November 7, 2013, Michael F. Tweedle resigned from the Company’s board of directors and from his committee appointments. Paul L. Berns was appointed as a Class II director to fill the vacancy created by Dr. Tweedle’s resignation. In connection with his appointment, Mr. Berns received an option to purchase 100,000 shares of the Company’s common stock at $0.39 per share, vesting in equal quarterly installments over three years and expiring on November 7, 2023. Effective November 8, 2013, Thomas Rockwell Mackie, James S. Manuso, John E. Niederhuber and Howard M. Schneider resigned from the Company’s board of directors and from their respective committee appointments. Also on November 8, 2013, Stephen A. Hill and John Neis were redesignated and elected as Class I directors and the number of directors was reduced to five from nine. In connection with their resignations, all of the unvested options held by Messrs. Mackie, Manuso, Niederhuber, Schneider and Tweedle were vested and the exercise period was extended to three years from date of resignation. In connection with this modification of options, the Company estimates that an additional $274,000 in stock-based compensation expense will be recognized in the fourth quarter of 2013. | |
Stockholder Meeting | |
On November 8, 2013, the Company’s board of directors scheduled a special meeting in lieu of annual meeting of stockholders for December 12, 2013 at 2:00 P.M. central time (the “Special Meeting”) at the Company’s offices at 3301 Agriculture Drive, Madison, Wisconsin 53716. Stockholders of record at the close of business on November 8, 2013 are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment of the meeting. The agenda for the Special Meeting consists of the election of a Class II director (Mr. Berns having been nominated for re-election), the approval of an amendment of the Company’s 2006 Stock Incentive Plan increasing the number of shares authorized for issuance thereunder to 14,000,000 and the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for 2013. | |
Relocation of the Company’s Principal Executive Offices | |
On November 8, 2013, the Company’s board of directors voted to relocate the Company’s principal executive offices from Newton, Massachusetts to its corporate headquarters in Madison, Wisconsin. In connection with the relocation, and in order to consolidate operations and contain costs, the Newton office will be closed and the roles and responsibilities of the three employees located in Newton, Massachusetts, including Chris Pazoles, Vice President of Research and Development and Joanne Protano, Vice President of Finance, Chief Financial Officer and Treasurer, will be transitioned to Madison, Wisconsin by the end of April 2014. The Company estimates that approximately $330,000 in cash payments will be incurred for exit costs, consisting principally of severance. In addition, the Company will also record incremental stock-based compensation associated with the modification of options upon the termination of employees. The amount of such incremental stock-based compensation can’t be estimated at this time. | |
NATURE_OF_BUSINESS_ORGANIZATIO1
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash — The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash (current) at September 30, 2013 consists of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. In October 2013, the Company received a waiver of its agreement to use the proceeds of a November, 2012 private placement for the construction of additional manufacturing facilities at its Madison, WI location. Accordingly, the corresponding amount of $1,878,232 was reclassified from restricted cash to cash and cash equivalents on the balance sheet as of September 30, 2013 (see Note 10). | |
Deferred Financing Costs Policy [Policy Text Block] | ' |
Deferred Financing Costs — Incremental direct costs associated with the issuance of the Company’s common stock are deferred and are recognized as a reduction of the gross proceeds upon completion of the related equity transaction. In the event that the equity transaction is not probable or is aborted, the Company expenses such costs. There were no deferred financing costs as of September 30, 2013. At December 31, 2012, the Company had recorded $70,539 of costs in connection with a public offering of stock. During the nine months ended September 30, 2013, upon the completion of the associated equity transaction, the deferred costs were offset against the gross proceeds received (see Note 3). | |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' |
Goodwill — Intangible assets at September 30, 2013 consist of goodwill recorded in connection with a business combination with Cellectar, Inc. (Cellectar), a privately held Wisconsin corporation that designed and developed products to detect, treat and monitor a wide variety of human cancers (the Acquisition). Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. There were no changes in goodwill during the nine months ended September 30, 2013. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation — The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Non-employee stock-based compensation is accounted for in accordance with the guidance of Topic 505, Equity of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”). As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value of Financial Instruments — The guidance under FASB ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. Financial instruments in the accompanying financial statements consist of cash equivalents, accounts payable and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value due to their short-term nature. The carrying value of long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market interest rates available on similar instruments. | |
Derivatives, Policy [Policy Text Block] | ' |
Derivative Instruments — The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 16,527,310 and 27,310 at September 30, 2013 and December 31, 2012, respectively. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At September 30, 2013 and December 31, 2012, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||
September 30, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Warrants | $ | - | $ | 3,469,548 | $ | - | $ | 3,469,548 | ||||||
31-Dec-12 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Warrants | $ | - | $ | 13,304 | $ | - | $ | 13,304 | ||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Equity [Abstract] | ' | |||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | |||||||||
The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2013. | ||||||||||
Offering | Number of Shares | Exercise | Expiration Date | |||||||
Issuable Upon | Price | |||||||||
Exercise of | ||||||||||
Outstanding | ||||||||||
Warrants | ||||||||||
February 2013 Public Offering (1) | 11,000,000 | $ | 0.5 | 20-Feb-18 | ||||||
February 2013 Public Offering (1) | 5,500,000 | $ | 0.5 | 20-Feb-14 | ||||||
February 2013 Public Offering – Placement Agents | 770,000 | $ | 0.625 | 4-Feb-18 | ||||||
November 2012 Private Placement | 1,000,000 | $ | 1.25 | 2-Nov-17 | ||||||
June 2012 Public Offering | 2,981,440 | $ | 1.25 | 13-Jun-17 | ||||||
December 2011 Underwritten Offering | 9,248,334 | $ | 0.6 | 6-Dec-16 | ||||||
April 2011 Private Placement | 6,058,811 | $ | 0.75 | 31-Mar-16 | ||||||
Legacy warrants (1) | 27,310 | $ | 0.5 | 27-Jul-15 | ||||||
Legacy warrants | 105,040 | $ | 16.065 | 27-Jul-15 | ||||||
Legacy warrants | 91,524 | $ | 99.45-100.98 | 31-Dec-15 | ||||||
Total | 36,782,459 | |||||||||
(1) The exercise prices of these warrants are subject to adjustment for "down-rounds" and have been accounted for as derivative instruments as described in Note 2. | ||||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | ' | ||||||||||||||||
The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock-option grants and stock-based compensation recorded in connection with stock options granted to non-employee consultants: | |||||||||||||||||
Three Months Ended | Nine Months Ended | Cumulative | |||||||||||||||
September 30, | September 30, | Development- | |||||||||||||||
Stage Period | |||||||||||||||||
from | |||||||||||||||||
November 7, | |||||||||||||||||
2002 through | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Employee and director stock option grants: | |||||||||||||||||
Research and development | $ | 84,949 | $ | 78,627 | $ | 297,561 | $ | 234,816 | $ | 1,105,822 | |||||||
General and administrative | 206,449 | 249,562 | 782,731 | 747,808 | 3,941,523 | ||||||||||||
291,398 | 328,189 | 1,080,292 | 982,624 | 5,047,345 | |||||||||||||
Non-employee consultant stock option grants: | |||||||||||||||||
Research and development | 5,812 | 3,896 | 10,134 | 85,265 | 126,170 | ||||||||||||
General and administrative | 464 | 4,351 | 11,039 | 92,022 | 286,120 | ||||||||||||
6,276 | 8,247 | 21,173 | 177,287 | 412,290 | |||||||||||||
Total stock-based compensation | $ | 297,674 | $ | 336,436 | $ | 1,101,465 | $ | 1,159,911 | $ | 5,459,635 | |||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: | |||||||||||||||||
Three Months | Nine Months | Three and Nine | |||||||||||||||
Ended | Ended | Months Ended | |||||||||||||||
September 30, | September 30, | September 30, 2012 | |||||||||||||||
2013 | 2013 | ||||||||||||||||
Volatility | 109 | % | 109 | % | 115 | % | |||||||||||
Risk-free interest rate | 1.82 | % | 0.915% - 1.82 | % | 0.925 | % | |||||||||||
Expected life (years) | 6 | 6 | 6 | ||||||||||||||
Dividend | 0 | % | 0 | % | 0 | % | |||||||||||
Weighted-average exercise price | $ | 0.43 | $ | 0.47 | $ | 1 | |||||||||||
Weighted-average grant-date fair value | $ | 0.36 | $ | 0.39 | $ | 0.85 | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
A summary of stock option activity under stock option plans is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Issuable Upon | Exercise Price | Remaining | Value | ||||||||||||||
Exercise of | Contracted | ||||||||||||||||
Outstanding | Term in | ||||||||||||||||
Options | Years | ||||||||||||||||
Outstanding at December 31, 2012 | 6,439,188 | $ | 1.52 | ||||||||||||||
Granted | 160,000 | $ | 0.47 | ||||||||||||||
Forfeited | -338,386 | $ | 0.81 | ||||||||||||||
Expired | -156,135 | $ | 2.47 | ||||||||||||||
Outstanding at September 30, 2013 | 6,104,667 | $ | 1.51 | ||||||||||||||
Vested, September 30, 2013 | 3,674,390 | $ | 1.96 | 7.95 | $ | — | |||||||||||
Unvested, September 30, 2013 | 2,430,277 | $ | 0.83 | 8.67 | $ | — | |||||||||||
Exercisable at September 30, 2013 | 3,674,390 | $ | 1.96 | 7.95 | $ | — | |||||||||||
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||||||
The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: | ||||||||||||
Three Months Ended | Nine Months Ended | Cumulative | ||||||||||
September 30, | September 30, | Development- | ||||||||||
Stage Period from | ||||||||||||
November 7, 2002 | ||||||||||||
(inception) | ||||||||||||
through | ||||||||||||
September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | ||||||||
Warrants | 36,782,459 | 23,767,459 | 36,782,459 | 23,767,459 | 36,782,459 | |||||||
Stock options | 6,104,667 | 4,675,754 | 6,104,667 | 4,675,754 | 6,104,667 | |||||||
NATURE_OF_BUSINESS_ORGANIZATIO2
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 131 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Deficit accumulated during the development stage | $47,111,059 | ' | $47,111,059 | ' | $47,111,059 | $40,277,400 |
Certificates of Deposit, at Carrying Value | 55,000 | ' | 55,000 | ' | 55,000 | ' |
Reclassification Of Restricted Cash To Cash And Cash Equivalents | 1,878,232 | ' | 1,878,232 | ' | 1,878,232 | ' |
Deferred financing costs | 0 | ' | 0 | ' | 0 | 70,539 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 16,527,310 | ' | 16,527,310 | ' | 16,527,310 | 27,310 |
Net Income (Loss) Attributable to Parent, Total | ($1,315,318) | ($2,052,212) | ($6,833,659) | ($6,639,926) | ($47,111,059) | ' |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Liabilities: | ' | ' |
Warrants | $3,469,548 | $13,304 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,469,548 | 13,304 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | $0 | $0 |
FAIR_VALUE_Details_Textual
FAIR VALUE (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Maximum [Member] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 1.22% |
Fair Value Assumptions, Expected Volatility Rate | 115.00% |
Fair Value Assumptions, Expected Term | '4 years 4 months 20 days |
Minimum [Member] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.10% |
Fair Value Assumptions, Expected Volatility Rate | 75.00% |
Fair Value Assumptions, Expected Term | '4 months 20 days |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) | 1 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||
Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||||
Warrant One [Member] | Warrant Two [Member] | Warrant Three [Member] | Warrant Three [Member] | Warrant Three [Member] | February Public Offering One [Member] | February Public Offering Two [Member] | February Public Offering and Placement Agents [Member] | November Private Placement [Member] | June Public Offering [Member] | Underwritten Offering [Member] | April Private Placement [Member] | ||||||
Minimum [Member] | Maximum [Member] | ||||||||||||||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | ' | 36,782,459 | 27,310 | [1] | 105,040 | 91,524 | ' | ' | 11,000,000 | [1] | 5,500,000 | [1] | 770,000 | 1,000,000 | 2,981,440 | 9,248,334 | 6,058,811 |
Warrants Exercise Price (in dollars per share) | ' | ' | 0.5 | [1] | 16.065 | ' | 99.45 | 100.98 | 0.5 | [1] | 0.5 | [1] | 0.625 | 1.25 | 1.25 | 0.6 | 0.75 |
Warrants Expiration Date | 4-Feb-18 | ' | 27-Jul-15 | [1] | 27-Jul-15 | 31-Dec-15 | ' | ' | 20-Feb-18 | [1] | 20-Feb-14 | [1] | 4-Feb-18 | 2-Nov-17 | 13-Jun-17 | 6-Dec-16 | 31-Mar-16 |
[1] | The exercise prices of these warrants are subject to adjustment for "down-rounds" and have been accounted for as derivative instruments as described in Note 2. |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 131 Months Ended | |||||
Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Feb. 20, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | |
Common stock, shares issued | ' | 57,397,997 | ' | 57,397,997 | ' | 57,397,997 | ' | ' | 46,397,997 |
Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | 770,000 | 2,000,000 | ' |
Fair Value Of Warrants Classified As Derivative Liability | ' | ' | ' | $5,720,000 | $0 | $5,720,000 | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net, Total | ' | 0 | 0 | -744,957 | 0 | -744,957 | ' | ' | ' |
Cash Fee Paid To Placement Agent | ' | ' | ' | 385,000 | ' | ' | ' | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | $0.63 | $1 | ' |
Warrants Expiration Date | 4-Feb-18 | ' | ' | ' | ' | ' | ' | ' | ' |
Change In Unrealized Gain Loss On Fair Value | ' | 1,595,000 | ' | 2,255,000 | ' | ' | ' | ' | ' |
February Offering One [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' |
Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' |
Warrants Term | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Proceeds From Issuance Of Common Stock Warrants | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Common Stock Warrants Net | $4,975,153 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' |
February Offering Two [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | 131 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Total stock-based compensation | $297,674 | $336,436 | $1,101,465 | $1,159,911 | $5,459,635 |
Employee and Director Stock Option [Member] | ' | ' | ' | ' | ' |
Total stock-based compensation | 291,398 | 328,189 | 1,080,292 | 982,624 | 5,047,345 |
Employee and Director Stock Option [Member] | Research and Development Expense [Member] | ' | ' | ' | ' | ' |
Total stock-based compensation | 84,949 | 78,627 | 297,561 | 234,816 | 1,105,822 |
Employee and Director Stock Option [Member] | General and Administrative Expense [Member] | ' | ' | ' | ' | ' |
Total stock-based compensation | 206,449 | 249,562 | 782,731 | 747,808 | 3,941,523 |
Non Employee Consultant Stock Option [Member] | ' | ' | ' | ' | ' |
Total stock-based compensation | 6,276 | 8,247 | 21,173 | 177,287 | 412,290 |
Non Employee Consultant Stock Option [Member] | Research and Development Expense [Member] | ' | ' | ' | ' | ' |
Total stock-based compensation | 5,812 | 3,896 | 10,134 | 85,265 | 126,170 |
Non Employee Consultant Stock Option [Member] | General and Administrative Expense [Member] | ' | ' | ' | ' | ' |
Total stock-based compensation | $464 | $4,351 | $11,039 | $92,022 | $286,120 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Volatility | 109.00% | 115.00% | 109.00% | 115.00% |
Risk-free interest rate | 1.82% | 0.93% | ' | 0.93% |
Expected life (years) | '6 years | '6 years | '6 years | '6 years |
Dividend | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average exercise price | $0.43 | $1 | $0.47 | $1 |
Weighted-average grant-date fair value | $0.36 | $0.85 | $0.39 | $0.85 |
Minimum [Member] | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 0.92% | ' |
Maximum [Member] | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 1.82% | ' |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options, Beginning Balance | 6,439,188 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 160,000 |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | -338,386 |
Expired - Number of Shares Issuable Upon Exercise of Outstanding Options | -156,135 |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options, Ending Balance | 6,104,667 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 3,674,390 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 2,430,277 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 3,674,390 |
Outstanding - Weighted Average Exercise Price, Beginning Balance (in dollars per share) | $1.52 |
Granted - Weighted Average Exercise Price (in dollars per share) | $0.47 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $0.81 |
Expired - Weighted Average Exercise Price (in dollars per share) | $2.47 |
Outstanding - Weighted Average Exercise Price, Ending Balance (in dollars per share) | $1.51 |
Vested - Weighted Average Exercise Price (in dollars per share) | $1.96 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $0.83 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $1.96 |
Vested - Weighted Average Remaining Contracted Term in Years | '7 years 11 months 12 days |
Unvested - Weighted Average Remaining Contracted Term in Years | '8 years 8 months 1 day |
Exercisable - Weighted Average Remaining Contracted Term in Years | '7 years 11 months 12 days |
Vested - Aggregate Intrinsic Value (in dollars) | $0 |
Unvested - Aggregate Intrinsic Value (in dollars) | 0 |
Exercisable - Aggregate Intrinsic Value (in dollars) | $0 |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Stock Incentive Plan 2006 [Member] | Stock Incentive Plan 2006 [Member] | Stock Incentive Plan 2006 [Member] | Stock Incentive Plan 2006 [Member] | Performance Based [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested Compensation Cost | $1,531,476 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | 861,519 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 476,130 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 192,760 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Four | $1,067 | ' | ' | ' | ' | ' |
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | $0.93 | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | $0.69 | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 2,430,277 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | 140,000 | 24,000 | 160,000 | 24,000 | 167,550 |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 3 Months Ended | 9 Months Ended | 131 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Warrant [Member] | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 36,782,459 | 23,767,459 | 36,782,459 | 23,767,459 | 36,782,459 |
Equity Option [Member] | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,104,667 | 4,675,754 | 6,104,667 | 4,675,754 | 6,104,667 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (University Of Wisconsin Madison [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
University Of Wisconsin Madison [Member] | ' | ' | ' | ' |
Related Party Transaction, Amounts of Transaction | $62,500 | $62,500 | $187,500 | $206,500 |
Payment Towards Clinical Trial Agreements | $0 | $0 | $73,385 | $144,044 |
COMMITMENTS_Details_Textual
COMMITMENTS (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended |
Jul. 26, 2013 | Sep. 30, 2013 | |
Payable To Retention Agreements | $392,000 | ' |
Mr. Palmin [Member] | ' | ' |
Payment Of Lump Sum Amount Related To Employment Agreement | 150,000 | ' |
Extension Of Time To Exercise Options Under Employment Agreement | ' | '18 months |
Payment Upon The Completion Of Certain Milestones | $150,000 | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 131 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 08, 2013 | Oct. 04, 2013 | Nov. 08, 2013 | Oct. 04, 2013 | Nov. 07, 2013 | Oct. 09, 2013 | Sep. 30, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Sep. 30, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Nov. 07, 2013 | |
Stock Incentive Plan 2006 [Member] | Stock Incentive Plan 2006 [Member] | Stock Incentive Plan 2006 [Member] | Stock Incentive Plan 2006 [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Mr. Palmin [Member] | Mr. Palmin [Member] | Mr. Palmin [Member] | Simon Pedder [Member] | Simon Pedder [Member] | Simon Pedder [Member] | Simon Pedder [Member] | Mr.Bens [Member] | ||||||
Stock Incentive Plan 2006 [Member] | Non Qualified Stock Option [Member] | Unrecognized Share Based Compensation [Member] | Renova [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||||
Unrecognized Share Based Compensation [Member] | Non Qualified Stock Option [Member] | Four Year Vesting [Member] | |||||||||||||||||||||
Non Qualified Stock Option [Member] | |||||||||||||||||||||||
Payment For Employment Termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' |
Extension Of Time To Exercise Options Under Employment Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation | 297,674 | 336,436 | 1,101,465 | 1,159,911 | 5,459,635 | ' | ' | ' | ' | ' | ' | ' | ' | 274,000 | ' | ' | 105,000 | 561,000 | ' | ' | ' | ' | ' |
Consulting Fee Per Month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | ' | ' | ' | ' | ' | 140,000 | 24,000 | 160,000 | 24,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,925,573 | 3,360,000 | 100,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.43 | $1 | $0.47 | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.39 |
Non Qualified Stock Option Shares Granted Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | $0.33 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,585,895 | ' | ' | ' | ' |
Ratio To Exercise Outstanding Warrants To Purchase Companies Common Stock Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'one option share for each 19 shares issued upon warrant exercise. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Oct-23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7-Nov-23 |
Officers Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' |
Chief Executive Officer Monthly Reimbursement For Temporary Living Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' | ' |
Reimbursement For Administrative And Other Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount Reclassified From Restricted Cash To Cash And Cash Equivalents | 1,878,232 | ' | 1,878,232 | ' | 1,878,232 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Charges, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | $330,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |