Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 14, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Cellectar Biosciences, Inc. | ' | ' |
Entity Central Index Key | '0001279704 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'CLRB | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 57,397,997 | ' |
Amendment Flag | 'false | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $20,803,940 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $2,418,384 | $4,677,545 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 294,687 | 327,393 |
Deferred financing | 0 | 70,539 |
Total current assets | 2,768,071 | 5,130,477 |
RESTRICTED CASH | 0 | 2,000,000 |
FIXED ASSETS, NET | 2,360,534 | 2,645,003 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 27,222 |
TOTAL ASSETS | 6,815,939 | 11,478,164 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued liabilities | 1,162,098 | 716,990 |
Derivative liability | 3,359,363 | 13,304 |
Capital lease obligations, current portion | 1,694 | 2,397 |
Total current liabilities | 4,523,155 | 732,691 |
LONG-TERM LIABILITIES: | ' | ' |
Notes payable | 450,000 | 450,000 |
Deferred rent | 143,234 | 135,404 |
Capital lease obligations, net of current portion | 0 | 1,694 |
Total long-term liabilities | 593,234 | 587,098 |
Total liabilities | 5,116,389 | 1,319,789 |
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13) | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of December 31, 2013 and 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 December 31, 2013 and 2012, respectively | 574 | 464 |
Additional paid-in capital | 52,758,544 | 50,435,311 |
Deficit accumulated during the development stage | -51,059,568 | -40,277,400 |
Total stockholders’ equity | 1,699,550 | 10,158,375 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $6,815,939 | $11,478,164 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 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 $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
COSTS AND EXPENSES: | ' | ' | ' |
Research and development | $6,860,163 | $5,122,686 | $32,787,888 |
General and administrative | 4,444,767 | 3,632,099 | 17,739,477 |
Restructuring costs | 1,096,874 | 0 | 1,096,874 |
Merger costs | 0 | 0 | 799,133 |
Total costs and expenses | 12,401,804 | 8,754,785 | 52,423,372 |
LOSS FROM OPERATIONS | -12,401,804 | -8,754,785 | -52,423,372 |
OTHER INCOME (EXPENSE): | ' | ' | ' |
Grant income | 0 | 0 | 244,479 |
Gain (loss) on revaluation of derivative warrants | 2,373,941 | -33,854 | 2,327,929 |
Loss on issuance of derivative warrants | -744,957 | 0 | -744,957 |
Interest expense, net | -9,348 | -8,335 | -464,808 |
Other income | 0 | 0 | 1,161 |
Total other income (expense), net | 1,619,636 | -42,189 | 1,363,804 |
NET LOSS | -10,782,168 | -8,796,974 | -51,059,568 |
DEEMED DIVIDEND ON WARRANTS | 0 | -543,359 | -543,359 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($10,782,168) | ($9,340,333) | ($51,602,927) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (in dollars per share) | ($0.19) | ($0.23) | ($2.90) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (in shares) | 55,891,148 | 41,121,137 | 17,791,745 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Professional Services [Member] | Licensed Technology [Member] | Cash [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] | Accumulated Deficit during Development Stage [Member] | Accumulated Deficit during Development Stage [Member] | Accumulated Deficit during Development Stage [Member] |
Professional Services [Member] | Licensed Technology [Member] | Cash [Member] | Professional Services [Member] | Licensed Technology [Member] | Cash [Member] | Professional Services [Member] | Licensed Technology [Member] | Cash [Member] | ||||||||
Balance at Nov. 06, 2002 | $0 | ' | ' | ' | $0 | ' | ' | ' | $0 | ' | ' | ' | $0 | ' | ' | ' |
Balance (in shares) at Nov. 06, 2002 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | 9,108 | ' | 590,269 | ' | 1 | ' | 64 | ' | 9,107 | ' | 590,205 | ' | 0 | ' | 0 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | 101,220 | ' | 6,440,123 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' |
Balance at Dec. 31, 2002 | 599,377 | ' | ' | ' | 65 | ' | ' | ' | 599,312 | ' | ' | ' | 0 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2002 | ' | ' | ' | ' | 6,541,343 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | 80,412 | 4,937 | ' | ' | 2 | 0 | ' | ' | 80,410 | 4,937 | ' | ' | 0 | 0 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | 203,483 | 37,958 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -295,790 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -295,790 | ' | ' | ' |
Balance at Dec. 31, 2003 | 388,936 | ' | ' | ' | 67 | ' | ' | ' | 684,659 | ' | ' | ' | -295,790 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2003 | ' | ' | ' | ' | 6,782,784 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -342,761 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -342,761 | ' | ' | ' |
Balance at Dec. 31, 2004 | 46,175 | ' | ' | ' | 67 | ' | ' | ' | 684,659 | ' | ' | ' | -638,551 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2004 | ' | ' | ' | ' | 6,782,784 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | 835,868 | ' | ' | ' | 6 | ' | ' | ' | 835,862 | ' | ' | ' | 0 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 610,664 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -481,837 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -481,837 | ' | ' | ' |
Balance at Dec. 31, 2005 | 400,206 | ' | ' | ' | 73 | ' | ' | ' | 1,520,521 | ' | ' | ' | -1,120,388 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2005 | ' | ' | ' | ' | 7,393,448 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | 7,097,072 | ' | ' | ' | 22 | ' | ' | ' | 7,097,050 | ' | ' | ' | 0 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 2,202,179 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased | -31,667 | ' | ' | ' | 0 | ' | ' | ' | -31,667 | ' | ' | ' | 0 | ' | ' | ' |
Common stock repurchased (in shares) | ' | ' | ' | ' | -43,819 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 43,994 | ' | ' | ' | 0 | ' | ' | ' | 43,994 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -963,440 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -963,440 | ' | ' | ' |
Balance at Dec. 31, 2006 | 6,546,165 | ' | ' | ' | 95 | ' | ' | ' | 8,629,898 | ' | ' | ' | -2,083,828 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2006 | ' | ' | ' | ' | 9,551,808 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | 250,000 | ' | ' | ' | 1 | ' | ' | ' | 249,999 | ' | ' | ' | 0 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 60,250 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of warrant to purchase common stock | 250,000 | ' | ' | ' | 1 | ' | ' | ' | 249,999 | ' | ' | ' | 0 | ' | ' | ' |
Exercise of warrant to purchase common stock (in shares) | ' | ' | ' | ' | 75,045 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 570,392 | ' | ' | ' | 0 | ' | ' | ' | 570,392 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -5,090,325 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -5,090,325 | ' | ' | ' |
Balance at Dec. 31, 2007 | 2,526,232 | ' | ' | ' | 97 | ' | ' | ' | 9,700,288 | ' | ' | ' | -7,174,153 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2007 | ' | ' | ' | ' | 9,687,103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | 12,931,562 | ' | ' | ' | 31 | ' | ' | ' | 12,931,531 | ' | ' | ' | 0 |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 3,132,999 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 477,488 | ' | ' | ' | 0 | ' | ' | ' | 477,488 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -6,090,715 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -6,090,715 | ' | ' | ' |
Balance at Dec. 31, 2008 | 9,844,567 | ' | ' | ' | 128 | ' | ' | ' | 23,109,307 | ' | ' | ' | -13,264,868 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2008 | ' | ' | ' | ' | 12,820,102 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 502,199 | ' | ' | ' | 0 | ' | ' | ' | 502,199 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -6,219,873 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -6,219,873 | ' | ' | ' |
Balance at Dec. 31, 2009 | 4,126,893 | ' | ' | ' | 128 | ' | ' | ' | 23,611,506 | ' | ' | ' | -19,484,741 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2009 | ' | ' | ' | ' | 12,820,102 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of beneficial conversion feature associated convertible debt | 213,792 | ' | ' | ' | 0 | ' | ' | ' | 213,792 | ' | ' | ' | 0 | ' | ' | ' |
Stock-based compensation | 353,340 | ' | ' | ' | 0 | ' | ' | ' | 353,340 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -4,560,263 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -4,560,263 | ' | ' | ' |
Balance at Dec. 31, 2010 | 133,762 | ' | ' | ' | 128 | ' | ' | ' | 24,178,638 | ' | ' | ' | -24,045,004 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | ' | 12,820,102 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of beneficial conversion feature associated convertible debt | 257,973 | ' | ' | ' | 0 | ' | ' | ' | 257,973 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock upon conversion of convertible notes | 3,184,707 | ' | ' | ' | 42 | ' | ' | ' | 3,184,665 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock upon conversion of convertible notes (in shares) | ' | ' | ' | ' | 4,181,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in a business combination | 2,219,903 | ' | ' | ' | 30 | ' | ' | ' | 2,219,873 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock in a business combination (in shares) | ' | ' | ' | ' | 2,959,871 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid in lieu of fractional shares in a business combination | -145 | ' | ' | ' | 0 | ' | ' | ' | -145 | ' | ' | ' | 0 | ' | ' | ' |
Cash paid in lieu of fractional shares in a business combination (in shares) | ' | ' | ' | ' | -41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock and warrants, net of issuance costs | 10,164,546 | ' | ' | ' | 169 | ' | ' | ' | 10,164,377 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock and warrants, net of issuance costs (in shares) | ' | ' | ' | ' | 16,928,204 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon cashless exercise of warrants and reclassification of derivative liability to additional paid-in-capital | 48,339 | ' | ' | ' | 0 | ' | ' | ' | 48,339 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock upon cashless exercise of warrants and reclassification of derivative liability to additional paid-in-capital (in shares) | ' | ' | ' | ' | 18,153 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 907,460 | ' | ' | ' | 0 | ' | ' | ' | 907,460 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -7,435,422 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -7,435,422 | ' | ' | ' |
Balance at Dec. 31, 2011 | 9,481,123 | ' | ' | ' | 369 | ' | ' | ' | 40,961,180 | ' | ' | ' | -31,480,426 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | 36,907,824 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock and warrants, net of issuance costs | 6,838,774 | ' | ' | ' | 74 | ' | ' | ' | 6,838,700 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock and warrants, net of issuance costs (in shares) | ' | ' | ' | ' | 7,420,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon cashless exercise of warrants and reclassification of derivative liability to additional paid-in-capital | 43,855 | ' | ' | ' | 10 | ' | ' | ' | 43,845 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock upon cashless exercise of warrants and reclassification of derivative liability to additional paid-in-capital (in shares) | ' | ' | ' | ' | 981,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of warrants | 1,088,300 | ' | ' | ' | 11 | ' | ' | ' | 1,088,289 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock upon exercise of warrants (in shares) | ' | ' | ' | ' | 1,088,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 1,503,297 | ' | ' | ' | 0 | ' | ' | ' | 1,503,297 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -8,796,974 | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | -8,796,974 | ' | ' | ' |
Balance at Dec. 31, 2012 | 10,158,375 | ' | ' | ' | 464 | ' | ' | ' | 50,435,311 | ' | ' | ' | -40,277,400 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | 46,397,997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock and warrants, net of issuance costs | 4,975,153 | ' | ' | ' | 110 | ' | ' | ' | 4,975,043 | ' | ' | ' | 0 | ' | ' | ' |
Issuance of common stock and warrants, net of issuance costs (in shares) | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued in connection with sale of common stock and recorded as a derivative liability | -4,975,043 | ' | ' | ' | 0 | ' | ' | ' | -4,975,043 | ' | ' | ' | 0 | ' | ' | ' |
Stock-based compensation | 2,323,233 | ' | ' | ' | 0 | ' | ' | ' | 2,323,233 | ' | ' | ' | 0 | ' | ' | ' |
Net loss | -10,782,168 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | -10,782,168 | ' | ' | ' |
Balance at Dec. 31, 2013 | $1,699,550 | ' | ' | ' | $574 | ' | ' | ' | $52,758,544 | ' | ' | ' | ($51,059,568) | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | 57,397,997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($10,782,168) | ($8,796,974) | ($51,059,568) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 424,758 | 497,253 | 3,338,049 |
Stock-based compensation | 2,323,233 | 1,503,297 | 6,681,403 |
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 | 7,523 | 0 | 44,000 |
(Gain) loss on derivative warrants | -2,373,941 | 33,854 | -2,327,929 |
Loss on issuance of derivative warrants | 744,957 | 0 | 744,957 |
Changes in: | ' | ' | ' |
Prepaid expenses and other current assets | 48,056 | -72,426 | -263,167 |
Accounts payable and accrued liabilities | 445,108 | 238,949 | 781,969 |
Accrued interest | 0 | 0 | 463,722 |
Deferred rent | 7,830 | 11,023 | 143,234 |
Cash used in operating activities | -9,154,644 | -6,585,024 | -40,872,374 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Cash acquired in a business combination | 0 | 0 | 905,649 |
Purchases of fixed assets | -147,812 | -97,691 | -5,732,095 |
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 | -2,000,000 | -55,000 |
Payment for intangible assets | 0 | 0 | -19,671 |
Cash provided by (used in) investing activities | 1,852,188 | -2,097,691 | -4,894,117 |
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 | -2,397 | -2,235 | -9,280 |
Proceeds from issuance of common stock and warrants, net of issuance costs | 4,975,153 | 6,838,774 | 43,688,181 |
Proceeds from exercise of warrant | 0 | 1,088,300 | 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 | -70,539 | 28,500 |
Cash provided by financing activities | 5,043,295 | 7,854,300 | 48,184,875 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -2,259,161 | -828,415 | 2,418,384 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 4,677,545 | 5,505,960 | 0 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,418,384 | 4,677,545 | 2,418,384 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ' | ' | ' |
Interest paid | 0 | 0 | 208,689 |
Fair value of warrants classified as a derivative liability | 5,720,000 | 0 | 5,720,000 |
Fair value of derivative warrants reclassified to additional paid-in capital upon cashless exercise | 0 | 43,855 | 92,194 |
Issuance of common stock in connection with the conversion of notes payable and accrued interest | 0 | 0 | 3,184,707 |
Fair value of assets acquired in exchange for securities in a business combination | 0 | 0 | 78,407 |
Fair value of liabilities assumed in exchange for securities in a business combination | 0 | 0 | -439,615 |
Goodwill resulting from a business combination | $0 | $0 | $1,675,462 |
NATURE_OF_BUSINESS_ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 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 | |
Cellectar Biosciences, Inc. (“Cellectar Bio” or the “Company”) is a biopharmaceutical company developing compounds for the treatment and imaging of cancer. Prior to February 11, 2014, the name of the Company was Novelos Therapeutics, Inc. (“Novelos”). On April 8, 2011, Novelos, entered into a business combination (the “Acquisition”) with Cellectar, Inc., a privately held Wisconsin corporation that designed and developed products to detect, treat and monitor a wide variety of human cancers. | |
References in these financial statements and notes to “Cellectar, Inc.” relate to the activities and financial information of Cellectar, Inc. prior to the Acquisition, references to “Novelos” relate to the activities and financial information of Novelos prior to the Acquisition and references to “Cellectar Bio” or “the Company” or “we” or “us” or “our” relate to the activities and obligations of the combined Company following the Acquisition. | |
The Company’s headquarters are located in Madison, Wisconsin. | |
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 $51,059,568 at December 31, 2013. During the year ended December 31, 2013, the Company generated a net loss of $10,782,168 and the Company expects that it will continue to generate operating losses for the foreseeable future. On February 5, 2014, the Company entered into a securities purchase agreement with certain accredited investors to sell $4,000,000 in principal amount of convertible debentures and warrants to purchase 8,000,000 shares of its common stock for an aggregate purchase price of $4,000,000. On February 6, 2014, the Company completed the sale of the debentures and warrants (the “February 2014 Private Placement”) (see Note 17). The Company believes that its cash balance at December 31, 2013, plus the proceeds from the February 2014 Private Placement, is adequate to fund operations at budgeted levels through June 2014. The Company’s ability to execute its operating plan beyond June 2014 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. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The accompanying consolidated financial statements reflect the application of certain accounting policies, as described in this note and elsewhere in the accompanying notes to the consolidated financial statements. The consolidated financial statements as of and for the twelve months ended December 31, 2013 are presented on a consolidated basis. | |
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. | |
Development Stage Company — The Company has been in the development stage since its inception. The primary activities since inception have been organizational activities, research and development and raising capital. No significant revenues have been generated from planned operations. As of December 31, 2013, the Company remained in the development stage. | |
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates including those related to unbilled vendor amounts and share-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from those estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. | |
Cash and Cash Equivalents — All short-term investments purchased with maturities of three months or less are considered to be cash equivalents. | |
Restricted Cash — The Company accounts for cash and claims to cash that are committed for other than current operations as restricted cash. Restricted cash at December 31, 2013 and 2012 consists of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility (see Note 12). In October 2013, the Company received a waiver of its agreement to use the proceeds from a November, 2012 private placement for the construction of additional manufacturing facilities at its Madison, WI location. Accordingly, the corresponding amount of $2,000,000 was reclassified from restricted cash to cash and cash equivalents on the balance sheet as of December 31, 2013 (see Note 8). As of December 31, 2012, the $2,000,000 is recorded as long-term restricted cash as a result of the initial contractual designation in place as of that date. | |
Deferred Financing Costs — Incremental direct costs associated with the issuance of the Company’s common stock is deferred and is 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 December 31, 2013. At December 31, 2012, the Company had recorded $70,539 of costs in connection with a public offering of stock. | |
Fixed Assets — Property and equipment are stated at cost. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets (5 years). Due to the significant value of leasehold improvements purchased during the initial 3-year lease term and the economic penalty for not extending the building lease, leasehold improvements are depreciated over 17 years (their estimated useful life), which represents the full term of the lease, including all extensions (see Note 5). | |
Goodwill — Intangible assets at December 31, 2013 and 2012 consist of goodwill recorded in connection with 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. | |
Impairment of Long-Lived Assets — Long-lived assets other than intangible assets consist of fixed assets, which we periodically evaluate for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been an impairment in the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. | |
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 Financial Accounting Standards Board Accounting Standards Codification (“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. | |
Research and Development — Research and development costs are expensed as incurred. | |
Income Taxes — Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. Management has provided a full valuation allowance against the Company’s gross deferred tax asset. Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There were no uncertain tax positions that require accrual to or disclosure in the financial statements as of December 31, 2013 and 2012. | |
Comprehensive Loss — There were no components of comprehensive loss other than net loss in all of the periods presented. | |
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, investments 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 rates of interest available in the market. | |
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 December 31, 2013 and 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 December 31, 2013 and 2012, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
Concentration of Credit Risk — Financial instruments that subject the Company to credit risk consist of cash and equivalents on deposit with financial institutions. The Company’s excess cash as of December 31, 2013 and 2012 is on deposit in a non-interest-bearing transaction account with a well-established financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. As of December 31, 2013, uninsured cash balances totaled approximately $2,165,000. | |
FAIR_VALUE
FAIR VALUE | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
3. 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. | |||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||||||||||||||
The Company had issued warrants to purchase 27,310 shares of commons stock (see Note 8) that were issued prior to the Acquisition (“Legacy Warrants”) and are classified within the Level 2 hierarchy. Additionally, the Company issued warrants to purchase an aggregate of 16,500,000 common shares in a February 2013 public offering (“February 2013 Public Offering Warrants”) (see Note 8) which are classified within the Level 3 hierarchy. | ||||||||||||||
The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2013 and December 31, 2012: | ||||||||||||||
December 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 4,363 | $ | — | $ | 4,363 | ||||||
February 2013 Public Offering Warrants | — | — | 3,355,000 | 3,355,000 | ||||||||||
Total | $ | — | $ | 4,363 | $ | 3,355,000 | $ | 3,359,363 | ||||||
December 31, 2012 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 13,304 | $ | — | $ | 13,304 | ||||||
In order to estimate the fair value of the Legacy Warrants considered to be derivative instruments, the Company uses the Black-Scholes option pricing model and assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates. Assumptions used are generally consistent with those disclosed for stock-based compensation (see Note 9). | ||||||||||||||
In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments, 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 0.07% to 1.27%, volatility ranging from 75% to 115%, the contractual term of the warrants ranging from 0.14 to 4.14 years, future financing requirements and dividend rates. The future financing estimates are based on the Company’s estimates of anticipated cash requirements over the term of the warrants as well as the frequency of required financings based on its assessment of its historical financing trends and anticipated future events. Due to the nature of these inputs and the valuation technique utilized, these warrants are classified within the Level 3 hierarchy. | ||||||||||||||
The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy. | ||||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Beginning balance | $ | — | $ | — | ||||||||||
Fair value of warrants issued in connection with February 2013 public offering | 5,720,000 | — | ||||||||||||
Gain on derivatives resulting from change in fair value | -2,365,000 | — | ||||||||||||
Warrants | $ | 3,355,000 | $ | — | ||||||||||
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill Disclosure [Text Block] | ' |
4. GOODWILL | |
The Company recorded goodwill of $1,675,462 in connection with the Acquisition described in Note 1. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. | |
There were no changes in goodwill during the years ended December 31, 2013 or 2012, after the initial purchase accounting. | |
The Company is required to perform an annual impairment test related to goodwill which is performed in the fourth quarter of each year, or sooner if changes in circumstances suggest that the carrying value of an asset may not be recoverable. During the fourth quarter of 2013, the annual test was performed and it was determined that there had been no impairment to goodwill. | |
FIXED_ASSETS
FIXED ASSETS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
5. FIXED ASSETS | ||||||||
Fixed assets consisted of the following at December 31: | ||||||||
2013 | 2012 | |||||||
Office and laboratory equipment | $ | 3,296,810 | $ | 3,151,120 | ||||
Computer software | 4,000 | 4,000 | ||||||
Leasehold improvements | 2,324,672 | 2,337,935 | ||||||
Total fixed assets | 5,625,482 | 5,493,055 | ||||||
Less accumulated depreciation and amortization | -3,264,948 | -2,848,052 | ||||||
Fixed assets, net | $ | 2,360,534 | $ | 2,645,003 | ||||
For the years ended December 31, 2013 and 2012, the Company incurred approximately $425,000 and $497,000 of depreciation and amortization expense, respectively. | ||||||||
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Collaborative And License Arrangement Disclosure [Abstract] | ' |
Collaborative And License Arrangement Disclosure [Text Block] | ' |
6. LICENSE AGREEMENTS | |
2003 License Agreement with the University of Michigan | |
In September 2003, Cellectar, Inc. entered into an exclusive license agreement (the “U. Mich. License”) with the Regents of the University of Michigan, (“U. Mich.”) for the development, manufacture and marketing of products under several composition-of-matter patents in North America that expire at varying dates in 2016. The U. Mich. License expires upon the expiration of the last covered patent. The Company is responsible for an annual license fee of $10,000 and is required to pay costs associated with the maintenance of the patents covered by the U. Mich. License. Additionally, the Company is required to make milestone payments of $50,000 upon the filing of a New Drug Application (“NDA”) with the U.S. Food and Drug Administration (“FDA”) for a licensed product intended for use in a therapeutic or diagnostic application (such milestone fees may be deferred and paid within 12 months of the first commercial sale of such products) and make certain milestone payments within a year following the first commercial sale of any licensed products. The sales milestones range from $100,000 to $200,000, dependent upon whether the drug is for use in a diagnostic or therapeutic application, provided that if sales in the first 12 months are less than the amount of the milestone, then we are required to pay 50% of all sales until the milestone is satisfied. The milestone payments may total up to $400,000. The U. Mich. License provides that the Company pay a royalty equal to 3% of net sales of any licensed products sold by the Company or its sublicensees for such licensed products, provided however if the sublicense fee payable to the Company is between 4% and 5% of net sales, then the royalties payable to U. Mich. Shall be equal to 50% of the sublicense fee. Furthermore, the U. Mich. License provides for a reduction in the royalties owed by up to 50% if the Company is required to pay royalties to any third parties related to the sale of the licensed products. If the Company receives any revenue in consideration of rights to the licensed technology that is not based on net sales, excluding any funded research and development, the Company is required to pay U. Mich. 10% of amounts received. U. Mich. may terminate the license agreement if the Company ceases operations, fails to make any required payment under the license agreement, or otherwise materially breaches the U. Mich. License agreement, subject to the applicable notice and cure periods. To date, the Company has made all payments as they have become due, there have been no defaults under the U. Mich. License, nor has the Company been notified of a default by U. Mich. The Company may terminate the license agreement with six months’ notice to U. Mich. and the return of licensed product and related data. The U. Mich. License containes milestones that required certain development activities to be completed by specified dates. All such development milestones have either been completed or have been removed by subsequent amendment to the agreement. U. Mich. has provided no warranties as to validity or otherwise with respect to the licensed technology. | |
The Company incurred expenses of approximately $4,200 and $2,400 for the reimbursement of patent maintenance fees to U. Mich. during the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, all annual license fees have been paid in a timely manner. | |
LONGTERM_NOTES_PAYABLE
LONG-TERM NOTES PAYABLE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt Disclosure [Text Block] | ' | ||||
7. LONG-TERM NOTES PAYABLE | |||||
On September 15, 2010, Cellectar, Inc. entered into certain loan agreements with the Wisconsin Department of Commerce (“WDOC Notes”) to borrow a total of $450,000. The WDOC Notes bear interest at 2% per annum beginning on the date of disbursement and allow for the deferral of interest and principal payments until April 30, 2015. In the event of default of payment, interest on the delinquent payment is payable at a rate equal to 12% per annum. Monthly payments of $20,665 for principal and interest commence on May 1, 2015 and continue for 23 equal installments with the final installment of any remaining unpaid principal and interest due on April 1, 2017. As of December 31, 2013 and 2012, $450,000 is classified as a long-term note payable in the accompanying balance sheets. | |||||
As of December 31, 2013, long-term notes payable mature as follows: | |||||
Years ended December 31, | |||||
2014 | $ | — | |||
2015 | 119,957 | ||||
2016 | 243,591 | ||||
2017 | 86,452 | ||||
$ | 450,000 | ||||
For the years ended December 31, 2013 and 2012, the Company recorded approximately $9,000 in each applicable period of interest expense related to these long-term notes payable. | |||||
On February 6, 2014, the Company sold $4,000,000 in aggregate principal of convertible debentures and warrants to purchase 8,000,000 shares of its common stock for an aggregate purchase price of $4,000,000 (see Note 17). | |||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||
8. STOCKHOLDERS’ EQUITY | |||||||||
June 2012 Public Offering | |||||||||
On June 13, 2012, pursuant to securities purchase agreements entered into with investors on June 7, 2012, the Company completed a registered public offering of an aggregate of 5,420,800 shares of its common stock, warrants to purchase up to an aggregate of 5,420,800 at an exercise price of $1.00 per share, exercisable for 90 days from issuance (the “Class B Warrants”), and warrants to purchase up to an aggregate of 2,710,400 shares of its common stock at an exercise price of $1.25 per share, exercisable for five years from issuance, for total gross proceeds of $5,420,800 and net proceeds of $4,870,978 after deducting transaction costs (the “June Offering”). The warrant exercise price and the common stock issuable pursuant to such warrants are subject to adjustment only 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 relative fair value of the warrants issued to the investors was $1,994,631 at issuance and was included as a component of stockholders’ equity. The Company uses the Black-Scholes option pricing model to value warrants and applies assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants. Assumptions used are generally consistent with those disclosed for stock-based compensation (see Note 9). In the June Offering, the Company paid a cash fee of $379,456 and issued warrants to purchase 271,040 shares of its common stock at an exercise price of $1.25 per share expiring on June 13, 2017 to the placement agent. The cash fee along with other legal and accounting costs associated with the offering were recorded as a reduction of the gross proceeds received. The estimated fair value of the warrants issued to the placement agent was $255,703 and was recorded as a component of stockholders’ equity. | |||||||||
On September 10, 2012, the Company amended the terms of the Class B Warrants with investors who held warrants to purchase 5,255,000 shares of common stock to extend the expiration date for the exercise of such warrants until October 11, 2012. The modification of the expiration date of the warrants resulted in a deemed dividend to warrant holders of $543,359 that was calculated as the difference between the fair value of the warrants immediately before and after the modification using the Black-Scholes option pricing model. The deemed dividend is reflected as an adjustment to net loss to arrive at net loss attributable to common stockholders in the twelve months ended December 31, 2012. Since the Company had an accumulated deficit at the time of the modification, there was no impact to the components of stockholders’ equity as a result of the recognition of the deemed dividend. | |||||||||
During the year ended December 31, 2012, Class B Warrants were exercised for an aggregate of 1,088,300 shares of common stock and the Company received aggregate cash proceeds of $1,088,300 in respect of those exercises. The balance of the Class B Warrants, exercisable for up to 4,332,500 shares of common stock, expired. | |||||||||
November 2012 Private Placement | |||||||||
On November 2, 2012, the Company completed a private placement of 2,000,000 shares of its common stock, warrants to purchase up to an aggregate of 2,000,000 shares of common stock at an exercise price of $1.00 per share, exercisable for 90 days from issuance, and warrants to purchase up to an aggregate of 1,000,000 shares of its common stock at an exercise price of $1.25 per share, exercisable for five years from issuance, for total gross proceeds of $2,000,000 (the “November Private Placement”). The proceeds were designated for use in the construction of an in-house manufacturing facility for one of the Company’s product candidates, I-124-CLR1404. The warrant exercise price and the common stock issuable pursuant to such warrants are subject to adjustment only 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 relative fair value of the warrants issued to the investor was $742,491 at issuance and was included as a component of stockholders’ equity. The Company uses the Black-Scholes option pricing model to value warrants and applies assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants. Assumptions used are generally consistent with those disclosed for stock-based compensation (see Note 9). The warrants to purchase 2,000,000 shares of common stock at $1.00 per share expired unexercised on January 31, 2013. | |||||||||
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 for the construction of additional manufacturing facilities for its I-124-CLR1404 compound. The Company has agreed to use the proceeds for the development of the 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. During the year ended December 31, 2013, the Company utilized approximately $122,000 of restricted cash from the November 2012 private placement for the evaluation of construction of the in-house facility. As a result of the designation of the remaining proceeds to fund ordinary operating activities rather than the previously contemplated construction project, the Company reclassified the remaining $1,878,000 from restricted cash to cash and cash equivalents on the accompanying balance sheet as of December 31, 2013. As of December 31, 2012, the gross proceeds of $2,000,000 was classified as a long-term restricted asset as a result of the initial contractual designation on the proceeds (see Note 2). | |||||||||
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 its 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 its 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 2013 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 initial fair value of the warrants totaling $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 twelve months ended December 31, 2013. The Company measures the change in market value of the derivative instruments at each reporting period utilizing a modified option-pricing model to determine the fair value of the warrants (see Note 3). The change in fair value from the date of issuance through December 31, 2013 of $2,365,000 is recorded as a gain on derivatives in the twelve months ended December 31, 2013. In the February 2013 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. On February 20, 2014, warrants to purchase 5,500,000 shares of common stock expired, unexercised. | |||||||||
Registration Rights | |||||||||
In connection with securities purchase agreements entered into on April 8, 2011 with certain accredited investors, the Company is subject to certain registration requirements. The Company filed a registration statement with the SEC on July 17, 2012 covering the resale of 4,000,000 shares of common stock pursuant to the registration requirements and this registration statement was declared effective on July 26, 2012. The Company is required to keep the registration statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until the earlier of the date when all the registrable securities covered by the registration statement have been sold or such time as all the registrable securities covered by the registration statement can be sold under Rule 144 without any volume limitations. The Company will be allowed to suspend the use of the registration statement for not more than 30 consecutive days on not more than two occasions in any 12-month period (the “Allowed Delay”). If the Company suspends the use of the registration for longer than the Allowed Delay, it may be required to pay to the purchasers liquidated damages equal to 1.5% per month (pro-rated on a daily basis for any period of less than a full month) of the aggregate purchase price of the units purchased until the use of the registration statement is no longer suspended, not to exceed 5% of the aggregate purchase price. As of December 31, 2013, and through the date of this filing, the Company has not concluded that it is probable that damages will become due; therefore, no accrual for damages has been recorded. | |||||||||
Additionally, in connection with registered offerings of common stock and warrants during 2012 and 2013, the Company has entered into certain securities purchase agreements which require the Company to use commercially reasonable efforts to keep the applicable registration statements effective for the issuance of shares of common stock pursuant to the exercise of warrants issued in the offering as long as the warrants remain outstanding. | |||||||||
Common Stock Warrants | |||||||||
The following table summarizes information with regard to outstanding warrants to purchase common stock as of December 31, 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) (2) | 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 the warrants have been accounted for as derivative instruments as described in Note 3. | ||||||||
-2 | On February 20, 2014, warrants to purchase 5,500,000 shares of common stock expired unexercised (see Note 17). | ||||||||
On February 6, 2014, in connection with a private placement of securities, we issued warrants to purchase 8,000,000 shares of common stock at $1.00 per share expiring on February 6, 2019 (see Note 17). | |||||||||
Reserved Shares | |||||||||
The following shares were reserved for future issuance upon exercise of stock options and warrants: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Warrants | 36,782,459 | 21,512,459 | |||||||
Stock options | 12,693,166 | 6,439,188 | |||||||
Total number of shares reserved for future issuance | 49,475,625 | 27,951,647 | |||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||
9. STOCK-BASED COMPENSATION | ||||||||||||
2006 Stock Option Plan. Following the Acquisition, option grants to directors and employees are made under the Company’s 2006 Stock Incentive Plan (the “Plan”). A total of 14,000,000 shares of common stock are authorized for issuance under the Plan for grants of incentive or nonqualified stock options, rights to purchase restricted and unrestricted shares of common stock, stock appreciation rights and performance share grants. A committee of the board of directors determines exercise prices, vesting periods and any performance requirements on the date of grant, subject to the provisions of the Plan. Options are granted at or above the fair market value of the common stock at the grant date and expire on the tenth anniversary of the grant date. Vesting periods are generally between one and four years. Options granted pursuant to the Plan generally will become fully vested upon a termination event occurring within one year following a change in control, as defined. A termination event is defined as either termination of employment or services other than for cause or constructive termination of employees or consultants resulting from a significant reduction in either the nature or scope of duties and responsibilities, a reduction in compensation or a required relocation. As of December 31, 2013, there are an aggregate of 3,340,131 shares available for future grants under the Plan. | ||||||||||||
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 recorded in connection with stock options granted to non-employee consultants: | ||||||||||||
Year Ended | Cumulative | |||||||||||
December 31, | Development- | |||||||||||
Stage Period | ||||||||||||
from | ||||||||||||
November 7, | ||||||||||||
2002 through | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2013 | ||||||||||
Employee and director stock option grants: | ||||||||||||
Research and development | $ | 355,012 | $ | 319,703 | $ | 1,163,273 | ||||||
General and administrative | 1,229,617 | 1,010,605 | 4,388,409 | |||||||||
Restructuring costs | 705,518 | — | 705,518 | |||||||||
2,290,147 | 1,330,308 | 6,257,200 | ||||||||||
Non-employee consultant stock option grants: | ||||||||||||
Research and development | 21,516 | 79,879 | 137,552 | |||||||||
General and administrative | 11,570 | 93,110 | 286,651 | |||||||||
33,086 | 172,989 | 424,203 | ||||||||||
Total stock-based compensation | $ | 2,323,233 | $ | 1,503,297 | $ | 6,681,403 | ||||||
In connection with the reorganization of the Company’s executive management (see Note 16), the employment of both the Company’s chief executive officer and its vice president of research and development were terminated during 2013. In connection with these terminations and pursuant to existing agreements, certain modifications were made to the terms of the options held by these executives to accelerate vesting and extend the exercise periods of options outstanding as of their termination dates. The incremental stock-based compensation associated with these modifications was measured as the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Accordingly, the Company recorded incremental stock-based compensation of $136,022 and recognized $569,496 of previously unrecognized stock-based compensation in connection with the modifications, which amounts are recorded as a component of restructuring costs on the accompanying consolidated statement of operations for the year ended December 31, 2013. | ||||||||||||
In November 2013, the Company completed a restructuring of its board of directors with the resignation of five directors and the appointment of one new director. In connection with the resignations of the five directors, all of the unvested options held by them at the date of resignation were vested and the exercise period of the vested options was extended to three years from the date of resignation. The Company recorded incremental stock-based compensation of $171,835 and recognized $101,972 of previously unrecognized stock-based compensation as a result of this modification. The incremental stock-based compensation was measured as the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. | ||||||||||||
During the year ended December 31, 2013, the Company granted options to purchase 5,285,573 shares of common stock in connection with the appointment of its Acting Chief Executive Officer (see Note 12), including options to purchase 1,925,573 shares of common stock exercisable at $0.75 per share (the “Anti-dilution Option”), 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. No compensation expense was recognized related to these options as the Company was not able to conclude that the achievement of the performance condition was probable. On February 20, 2014, warrants to purchase 5,500,000 shares of common stock at an exercise price of $0.50 per share expired unexercised and as a result, the number of shares subject to the Anti-dilution Option was reduced by 289,473 shares, according to its terms. 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 milestones were not met and the options were forfeited during the twelve months ended December 31, 2013. | ||||||||||||
Assumptions Used In Determining Fair Value | ||||||||||||
Valuation and amortization method. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period). | ||||||||||||
Volatility. The Company estimates volatility based on an average of (1) the Company’s historical volatility since its common stock has been publicly traded and (2) review of volatility estimates of publicly held drug development companies with similar market capitalizations. | ||||||||||||
Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. | ||||||||||||
Expected term. The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service. | ||||||||||||
Forfeitures. The Company records stock-based compensation expense only for those awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. An annual forfeiture rate of 2% and 0% was applied to all unvested options for employees and directors, respectively as of December 31, 2013. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest. | ||||||||||||
The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: | ||||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | |||||||||||
2013 | 2012 | |||||||||||
Volatility | 109 | % | 109% -115 | % | ||||||||
Risk-free interest rate | 0.92% - 2.05 | % | 0.7% - 0.925 | % | ||||||||
Expected life (years) | 5.75 - 6.55 | 5.06 - 6.25 | ||||||||||
Dividend | 0 | % | 0 | % | ||||||||
Weighted-average exercise price | $ | 0.46 | $ | 0.75 | ||||||||
Weighted-average grant-date fair value | $ | 0.28 | $ | 0.62 | ||||||||
Stock Option Activity | ||||||||||||
A summary of stock option activity 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 November 7, 2002 | — | |||||||||||
Options acquired in a business combination | 49,159 | $ | 100.52 | |||||||||
Granted | 6,240,083 | $ | 1.35 | |||||||||
Canceled | -1,001,728 | $ | 3.8 | |||||||||
Forfeited | -459,876 | $ | 2.46 | |||||||||
Outstanding at December 31, 2011 | 4,827,638 | $ | 1.82 | |||||||||
Granted | 1,956,650 | $ | 0.75 | |||||||||
Canceled | -1,666 | $ | 0.45 | |||||||||
Forfeited | -343,434 | $ | 1.38 | |||||||||
Outstanding at December 31, 2012 | 6,439,188 | $ | 1.52 | |||||||||
Granted | 6,885,573 | $ | 0.46 | |||||||||
Canceled | -189,040 | $ | 5.89 | |||||||||
Forfeited | -442,555 | $ | 0.78 | |||||||||
Outstanding at December 31, 2013 | 12,693,166 | $ | 0.91 | |||||||||
Vested, December 31, 2013 | 4,906,718 | $ | 1.55 | 4.17 | $ | 0 | ||||||
Unvested, December 31, 2013 | 7,786,448 | $ | 0.5 | 9.64 | $ | 134,400 | ||||||
Exercisable at December 31, 2013 | 4,906,718 | $ | 1.55 | 4.17 | $ | 0 | ||||||
Exercise prices for all grants made during the twelve months ended December 31, 2013 and 2012 were equal to or greater than the market value of the Company’s common stock on the date of grant. 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. | ||||||||||||
The weighted-average grant-date fair value of options granted during the year ended December 31, 2013, December 31, 2012 and for the period from November 7, 2002 to December 31, 2013 was $0.28, $0.62 and $0.82, respectively. The total fair value of shares vested during December 31, 2013 and 2012 and for the period November 7, 2002 to December 31, 2013 was $2,109,200, $1,549,300 and $6,464,900, respectively. The weighted-average grant-date fair value of vested and unvested options outstanding at December 31, 2013 was $0.88 and $0.33, respectively. The weighted-average grant-date fair value of vested and unvested options outstanding at December 31, 2012 was $1.01 and $0.73, respectively. | ||||||||||||
As of December 31, 2013, there was $2,045,527 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize $607,116, $450,336, $323,536 and $172,363 during 2014, 2015, 2016 and 2017, respectively. The Company expects 5,860,873 in unvested options to vest in the future. In addition, there are outstanding options to purchase 1,925,573 shares of common stock that vest upon the occurrence of future events. The Company was not able to conclude that the achievement of the performance condition is probable and thus do not have basis to estimate whether these options will vest and whether the future stock-based compensation expense of $492,176 will be recorded. | ||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
10. INCOME TAXES | ||||||||
2013 | 2012 | |||||||
Tax provision (benefit) | ||||||||
Current | ||||||||
Federal | $ | — | $ | — | ||||
State | — | — | ||||||
Total current | — | — | ||||||
Deferred | ||||||||
Federal | -4,705,250 | -3,225,486 | ||||||
State | 134,225 | 2,291,913 | ||||||
Total deferred | -4,571,025 | -933,573 | ||||||
Change in valuation allowance | 4,571,025 | 933,573 | ||||||
Total | $ | — | $ | — | ||||
Deferred tax assets consisted of the following at December 31: | ||||||||
2013 | 2012 | |||||||
Deferred tax assets | ||||||||
Federal net operating loss | $ | 25,731,718 | $ | 22,343,084 | ||||
Federal research and development tax credit carryforwards | 2,480,417 | 1,969,426 | ||||||
State net operating loss | 2,070,642 | 2,252,566 | ||||||
State research and development tax credit carryforwards | 724,200 | 633,571 | ||||||
Capitalized research and development expenses | 11,128,803 | 11,068,868 | ||||||
Stock-based compensation expense | 1,599,005 | 842,174 | ||||||
Intangible assets | 380,339 | 440,556 | ||||||
Charitable contribution carryforwards | 34,850 | 43,350 | ||||||
Accrued liabilities | 26,112 | 25,199 | ||||||
Total deferred tax assets | 44,176,086 | 39,618,794 | ||||||
Deferred tax liabilities | ||||||||
Depreciable assets | -257,314 | -271,049 | ||||||
Total deferred tax liabilities | -257,314 | -271,049 | ||||||
Net deferred tax assets | 43,918,772 | 39,347,745 | ||||||
Less valuation allowance | -43,918,772 | -39,347,745 | ||||||
Total deferred tax assets | $ | — | $ | — | ||||
A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations is as follows: | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
Income tax benefit using U.S. federal statutory rate | 34 | % | 34 | % | ||||
State income taxes | -0.82 | % | -17.2 | % | ||||
Permanent items | 5.1 | % | -0.17 | % | ||||
Change in valuation allowance | -42.4 | % | -10.61 | % | ||||
Other | 4.12 | % | -6.02 | % | ||||
Total | — | % | — | % | ||||
As of December 31, 2013, the Company had federal and state net operating loss carryforwards (“NOLs”) of approximately $75,682,000 and $39,415,000 respectively, which expire in 2018 through 2032 and in 2014 through 2032, respectively. In addition, the Company has federal and state research and development and investment tax credits of approximately $2,480,000 and $1,097,000, respectively which expire in 2018 through 2032 and in 2018 through 2027, respectively. The amount of NOLs and tax credit carryforwards which may be utilized annually in future periods will be limited pursuant to Section 382 of the Internal Revenue Code as a result of substantial changes in the Company’s ownership that have occurred or that may occur in the future. The Company has not quantified the amount of such limitations. | ||||||||
Because of the Company’s 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 gross deferred tax asset. | ||||||||
The Company did not have unrecognized tax benefits or accrued interest and penalties at any time during the years ended December 31, 2013 or 2012, and does not anticipate having unrecognized tax benefits over the next twelve months. The Company is subject to audit by the IRS and state taxing authorities for tax periods commencing January 1, 2009. Additionally, the Company may be subject to examination by the IRS for years beginning prior to January 1, 2009 as a result of its NOLs. However, any adjustment related to these periods would be limited to the amount of the NOL generated in the year(s) under examination. | ||||||||
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||
11. 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 years ended December 31, 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: | |||||||||||
Year Ended | Cumulative | ||||||||||
December 31, | Development- | ||||||||||
Stage Period | |||||||||||
from November | |||||||||||
7, 2002 | |||||||||||
(inception) | |||||||||||
through | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2013 | |||||||||
Warrants | 36,782,459 | 21,512,459 | 36,782,459 | ||||||||
Stock options | 12,693,166 | 6,439,188 | 12,693,166 | ||||||||
COMMITMENTS
COMMITMENTS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
12. COMMITMENTS | |||||
Consulting and Employment Agreements | |||||
On October 4, 2013, Dr. Simon Pedder was appointed as Acting Chief Executive Officer and elected as a Class III Director replacing Harry 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 (the “Anti-dilution Option”), 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. On February 20, 2014, the number of shares subject to the Anti-dilution Option was reduced by 289,473 shares, according to its terms, following the expiration of warrants to purchase 5,500,000 shares of common stock. | |||||
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 and will remain in effect until employment is terminated in accordance with the Employment Agreement. 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. Dr. Pedder will be eligible for an annual bonus, based on performance, of up to 50% of his base salary at the discretion of the compensation committee of the board of directors. The agreement also provides for a continuation of Dr. Pedder’s salary for a period of six months and provides for the continuation of benefits for six months following a termination without cause, as defined. In the event of a termination without cause, contingent upon the execution of a release agreement in favor of the Company, the Company will also provide for a one-year acceleration of unvested options, related to non-qualified options granted on October 4, 2013 to purchase up to 3,360,000 shares of common stock, and such vested options will remain exercisable for a period of 1-year following the termination date. In the event of a change in control event, as defined, 100% of unvested options, related to non-qualified options granted on October 4, 2013 to purchase up to 3,360,000 share of common stock, will be accelerated and will remain exercisable for a period of 1-year following the change in control event. | |||||
Real Property Leases | |||||
On September 5, 2007, Cellectar, Inc. entered into a 36-month lease for office and manufacturing space, commencing September 15, 2007. The lease provides for the option to extend the lease under its current terms for seven additional two-year terms. Rent was $8,050 per month for the first year and then escalates by 3% per year for the duration of the term including any lease extension terms. The lease also requires the payment of monthly rent of $1,140 for approximately 3,400 square feet of expansion space. The monthly rent for the expansion space is fixed until such time as the expansion space is occupied at which time the rent would increase to the current per square foot rate in effect under the original lease terms. The Company is responsible for certain building-related costs such as property taxes, insurance, and repairs and maintenance. Rent expense is recognized on a straight-line basis and accordingly the difference between the recorded rent expense and the actual cash payments has been recorded as deferred rent as of each balance sheet date. Due to the significant value of leasehold improvements purchased during the initial 3-year lease term and the economic penalty for not extending the building lease, straight-line rent expense and the associated deferred rent has been calculated over 17 years, which represents the full term of the lease, including all extensions. | |||||
The Company is required to remove certain alterations, additions and improvements upon termination of the lease that altered a portion of the rentable space. In no event shall the cost of such removal, at commercially reasonable rates, paid by the Company exceed $55,000 (“Capped Amount”). Any amount in excess of the Capped Amount shall be the obligation of the landlord. The Company is required to maintain a certificate of deposit equal to the Capped Amount during the term of the lease, which amount is shown as restricted cash on the accompanying balance sheets. | |||||
As of December 31, 2013, future minimum lease payments under this non-cancelable lease are approximately as follows: | |||||
Years ended December 31, | |||||
2014 | $ | 94,000 | |||
2015 – 2018 | — | ||||
Thereafter | — | ||||
$ | 94,000 | ||||
In February 2014, the Company exercised its option to extend the lease for an additional two-year term that will commence on September 15, 2014 and continue through September 14, 2016. | |||||
The Company also leases office space in Newton, MA for monthly rent payments of $5,300 through March 31, 2014. The Company has classified the related security deposit as a current asset in the accompanying balance sheet as of December 31, 2013. | |||||
Rent expense was approximately $229,000 and $227,000 for the years ended December 31, 2013 and 2012, respectively and approximately $1,597,000 from inception to December 31, 2013. | |||||
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal Matters and Contingencies [Text Block] | ' |
13. CONTINGENCIES | |
Litigation | |
The Company is party to a legal matter that existed with Novelos prior to the Acquisition. The following summarizes the status of that 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 FDA 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, the Company 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 the Company on each of the declaratory judgment claims and dismissed all counts of ZAO BAM’s counterclaim. Judgment in favor of the Company 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. BAM has served its appellate brief. The Company’s opposition to BAM’s appellate brief will be due on or before March 25, 2014. | |
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. | |
EMPLOYEE_RETIREMENT_PLAN
EMPLOYEE RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Compensation and Employee Benefit Plans [Text Block] | ' |
14. EMPLOYEE RETIREMENT PLAN | |
The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code that allows eligible employees who meet minimum age requirements to contribute a portion of their annual compensation on a pre-tax basis. The Company has not made any matching contributions under this plan. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
15. RELATED PARTY TRANSACTIONS | |
Jamey Weichert, the Company’s Chief Scientific Officer and principal founder of Cellectar, Inc. and a director and shareholder of the Company, is a faculty member at the University of Wisconsin-Madison (“UW”). During the year ended December 31, 2013, the Company made contributions to UW totaling $187,500 for use towards unrestricted research activities. The Company paid $380,625 to UW for costs associated with clinical trial and other research agreements during the year ended December 31, 2013. During the year ended December 31, 2012, the Company made contributions to UW totaling $269,000 for use towards unrestricted research activities and paid UW of approximately $349,000 for costs associated with clinical trial and other research agreements. | |
RESTRUCTURING_COSTS_AND_OTHER_
RESTRUCTURING COSTS AND OTHER CORPORATE CHANGES | 12 Months Ended |
Dec. 31, 2013 | |
Restructuring and Related Activities [Abstract] | ' |
Restructuring and Related Activities Disclosure [Text Block] | ' |
16. RESTRUCTURING COSTS AND OTHER CORPORATE CHANGES | |
Management Restructuring and Exit Costs | |
During 2013 the Company had several changes to its board composition and our executive management, as summarized below. | |
Changes in Management and Relocation of Executive Offices | |
On October 4, 2013, the employment of our President and Chief Executive Officer, Harry Palmin was terminated without cause in accordance with his employment agreement, as amended, and Mr. Palmin resigned as a director of the Company. Dr. Simon Pedder was appointed as Acting Chief Executive Officer to succeed Mr. Palmin, and elected as a director. In connection with Mr. Palmin’s termination and pursuant to his employment agreement as amended, he received a payment of severance and cash in lieu of notice totaling $175,000 and continuation of health and dental benefits for six months following the termination date. In addition, he received $75,000 upon the completion of specified milestones. All of Mr. Palmin’s unvested options were vested on his termination date and the exercise period for his outstanding options was extended for an additional 18 months. In connection with this modification of options, the Company recorded stock-based compensation expense of $665,327. | |
On November 8, 2013, the board of directors approved the relocation of the Company’s principal executive offices from Newton, Massachusetts to its corporate headquarters in Madison, Wisconsin. In connection with the relocation, the employment of Christopher Pazoles, Vice President of Research and Development, was terminated effective November 30, 2013 and the responsibilities of Joanne Protano, Vice President of Finance, Chief Financial Officer and Treasurer, will be transitioned to Madison, Wisconsin during the first half of 2014. In connection with Dr. Pazoles’ termination, he received payments totaling $132,600 and his outstanding stock options were modified to accelerate the vesting by an additional six months and extend the exercise period until 18 months following termination. In connection with this modification of options, the Company recorded stock-based compensation expense of $40,191. | |
The Company has entered into a retention agreement with Ms. Protano that provides for the payment of a retention bonus equal to thirty percent of her salary if she remained employed with the Company as of December 31, 2013. This payment of $67,427 was made in January 2014 and was recorded as expense in the twelve months ended December 31, 2013. The agreement also provides for a lump-sum payment of $112,379, equal to 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 her shall be credited with an additional six months vesting and the vested options held by her shall be exercisable for eighteen months following termination. It is anticipated that Ms. Protano’s employment will be terminated prior to June 30, 2014 following the transition of her role to Madison, WI. | |
The costs totaling $1,097,000 associated with these actions are not considered part of ongoing operations and therefore have been reflected separately as restructuring costs on the accompanying consolidated statement of operations for the year ended December 31, 2013. This amount consists of approximately $386,000 of severance and retention expense, approximately $706,000 of stock-based compensation expense related to the modification of options, and approximately $5,000 of other administrative expense. The Company estimates that approximately an additional $200,000 in cash payments will be incurred for exit costs, consisting principally of severance in the first half of 2014. 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. | |
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, and Paul L. Berns was appointed as a director to fill the resulting vacancy. 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. Thereafter, the board set the number of directors constituting the whole board at five. In connection with their resignations, the options held by the departing directors were modified such that all unvested shares became fully vested and the exercise period for all outstanding options was extended to three years from the date of resignation. In connection with this modification of options, the Company recorded stock-based compensation of approximately $274,000 in the year ended December 31, 2013 (see Note 9). This amount is included as a component of general and administrative costs on the accompanying statement of operations for the year ended December 31, 2013. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
17. SUBSEQUENT EVENTS | |
Sale of Convertible Debentures and Warrants | |
On February 5, 2014, the Company entered into a securities purchase agreement with certain accredited investors to sell $4,000,000 in principal amount of convertible debentures and warrants to purchase 8,000,000 shares of its common stock for an aggregate purchase price of $4,000,000. On February 6, 2014, the Company completed the sale of the debentures and warrants. | |
The debentures mature on February 6, 2016 and are convertible at any time at a conversion price of $0.50 per share into an aggregate of 8,000,000 shares of common stock. The debentures accrue interest at an annual rate of 8%, payable upon redemption or conversion, in cash or shares of the Company’s common stock. The debenture conversion price and /or the common stock issuable pursuant to the debentures are subject to adjustment for stock dividends, stock splits or similar capital reorganizations so that the rights of the warrant holders after such event will be equivalent to the rights of warrant holders prior to such event. | |
The Company may elect to redeem the debentures prior to the maturity date upon 30-day notice to the holder. In the event of any sale of securities by the Company resulting in aggregate gross proceeds of at least $2,000,000 (a “Subsequent Financing”), the holder shall have the right to require the Company to redeem some or all of the then outstanding principal amount of the debenture, plus all accrued but unpaid interest and other amounts due in respect of the debenture, in an amount equal to the amount of the holder’s investment in the Subsequent Financing by delivering notice to the Company on or before the consummation date of the Subsequent Financing. If, within 21 months after the issuance of the debentures, the Company raises gross proceeds of at least $ 8,000,000, in the aggregate, in one or more subsequent financings (the “Minimum Proceeds”), the Company may, by notice given within three trading days after the receipt of the Minimum Proceeds, compel holders to convert all or part of the then outstanding principal amount of the debentures and accrued but unpaid interest and other amounts. | |
Other than as specifically allowed in the debentures, as long as any of the debentures remain outstanding, the Company may not, without the consent of holders of a majority in principal amount of the then outstanding debentures: incur any indebtedness for borrowed money; grant any liens on its property or assets, repurchase shares of its common stock or common stock equivalents; repurchase or otherwise acquire any indebtedness; pay cash dividends or distributions on any equity securities; enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company; or enter into any agreement with respect to any of the foregoing. | |
If any event of default occurs, the outstanding principal amount of the debentures, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash. If such amounts are not paid within 5 days after the occurrence of any event of default, interest shall begin to accrue at the lesser of 12% per annum or the maximum rate permitted under applicable law. Events of default consist of: any default in the payment of amounts due and payable that is not cured within three trading days; failure of the Company to observe or perform any other covenant or agreement contained in the Debentures that is not cured within the earlier to occur of five trading days after notice of such failure sent by any holder of debentures or ten trading days after the Company has become aware of such failure; the occurrence of any uncured material default or event of default under the other transaction documents or any other material agreement, lease, document or instrument under which the Company or any of its subsidiaries is obligated; any representations or warranties made in the debentures or other transaction documents being materially false when made; an institution of any voluntary or involuntary bankruptcy or other insolvency proceeding or similar or related events; default on any borrowings in excess of $150,000; the Company’s common stock being ineligible for quotation on a trading market for greater than five trading days; the Company entering into any change in control transaction; the Company’s failure to deliver shares of common stock as required upon conversion of the debentures; or the Company being the subject of a monetary judgment greater than $100,000. | |
Common Stock Purchase Warrants | |
The warrants have an exercise price of $1.00 and, if unexercised, expire on February 6, 2019. The warrants are exercisable only following the full or partial conversion of the associated debentures, and in the event of a partial conversion the warrant shall become exercisable only for a proportionate number of the total shares subject to the warrant. In the event any debentures cease to be outstanding prior to the associated warrants becoming exercisable, whether by reason of repayment, prepayment, redemption or otherwise, the associated warrants will automatically terminate. | |
The warrant exercise price and/or the common stock issuable pursuant to the warrants are subject to adjustment for stock dividends, stock splits or similar capital reorganizations so that the rights of the warrant holders after such event will be equivalent to the rights of warrant holders prior to such event. | |
The Company is currently assessing the accounting treatment for the issuance of the convertible debt in connection with this private placement. | |
Change in Corporate Name | |
On February 11, 2014, the Company changed its name from Novelos Therapeutics, Inc. to Cellectar Biosciences, Inc. The name change was effected pursuant to the short form merger of a wholly-owned Delaware subsidiary named Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc., which resulted in the change to the name of the parent company to Cellectar Biosciences, Inc. All references in these financial statements and notes have been revised accordingly. | |
Warrant Expiration | |
On February 20, 2014, warrants to purchase 5,500,000 shares of common stock at an exercise price of $0.50 per share expired unexercised. As a result of the expiration of warrants, the number of shares subject to the Anti-Dilution Option held by the Company’s Acting Chief Executive Officer was reduced by 289,473 shares, according to its terms. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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. | |
Development Stage Company [Policy Text Block] | ' |
Development Stage Company — The Company has been in the development stage since its inception. The primary activities since inception have been organizational activities, research and development and raising capital. No significant revenues have been generated from planned operations. As of December 31, 2013, the Company remained in the development stage. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates including those related to unbilled vendor amounts and share-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from those estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents — All short-term investments purchased with maturities of three months or less are considered to be cash equivalents. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash — The Company accounts for cash and claims to cash that are committed for other than current operations as restricted cash. Restricted cash at December 31, 2013 and 2012 consists of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility (see Note 12). In October 2013, the Company received a waiver of its agreement to use the proceeds from a November, 2012 private placement for the construction of additional manufacturing facilities at its Madison, WI location. Accordingly, the corresponding amount of $2,000,000 was reclassified from restricted cash to cash and cash equivalents on the balance sheet as of December 31, 2013 (see Note 8). As of December 31, 2012, the $2,000,000 is recorded as long-term restricted cash as a result of the initial contractual designation in place as of that date. | |
Deferred Financing Costs Policy [Policy Text Block] | ' |
Deferred Financing Costs — Incremental direct costs associated with the issuance of the Company’s common stock is deferred and is 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 December 31, 2013. At December 31, 2012, the Company had recorded $70,539 of costs in connection with a public offering of stock. | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Fixed Assets — Property and equipment are stated at cost. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets (5 years). Due to the significant value of leasehold improvements purchased during the initial 3-year lease term and the economic penalty for not extending the building lease, leasehold improvements are depreciated over 17 years (their estimated useful life), which represents the full term of the lease, including all extensions (see Note 5). | |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' |
Goodwill — Intangible assets at December 31, 2013 and 2012 consist of goodwill recorded in connection with 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. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Impairment of Long-Lived Assets — Long-lived assets other than intangible assets consist of fixed assets, which we periodically evaluate for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been an impairment in the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. | |
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 Financial Accounting Standards Board Accounting Standards Codification (“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. | |
Research and Development Expense, Policy [Policy Text Block] | ' |
Research and Development — Research and development costs are expensed as incurred. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes — Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. Management has provided a full valuation allowance against the Company’s gross deferred tax asset. Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There were no uncertain tax positions that require accrual to or disclosure in the financial statements as of December 31, 2013 and 2012. | |
Comprehensive Loss Policy [Policy Text Block] | ' |
Comprehensive Loss — There were no components of comprehensive loss other than net loss in all of the periods presented. | |
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, investments 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 rates of interest available in the market. | |
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 December 31, 2013 and 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 December 31, 2013 and 2012, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentration of Credit Risk — Financial instruments that subject the Company to credit risk consist of cash and equivalents on deposit with financial institutions. The Company’s excess cash as of December 31, 2013 and 2012 is on deposit in a non-interest-bearing transaction account with a well-established financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. As of December 31, 2013, uninsured cash balances totaled approximately $2,165,000. | |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2013 and December 31, 2012: | ||||||||||||||
December 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 4,363 | $ | — | $ | 4,363 | ||||||
February 2013 Public Offering Warrants | — | — | 3,355,000 | 3,355,000 | ||||||||||
Total | $ | — | $ | 4,363 | $ | 3,355,000 | $ | 3,359,363 | ||||||
December 31, 2012 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 13,304 | $ | — | $ | 13,304 | ||||||
Schedule Of Changes In Fair Value Warrants Classified Level Three [Table Text Block] | ' | |||||||||||||
The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy. | ||||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Beginning balance | $ | — | $ | — | ||||||||||
Fair value of warrants issued in connection with February 2013 public offering | 5,720,000 | — | ||||||||||||
Gain on derivatives resulting from change in fair value | -2,365,000 | — | ||||||||||||
Warrants | $ | 3,355,000 | $ | — | ||||||||||
FIXED_ASSETS_Tables
FIXED ASSETS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Fixed assets consisted of the following at December 31: | ||||||||
2013 | 2012 | |||||||
Office and laboratory equipment | $ | 3,296,810 | $ | 3,151,120 | ||||
Computer software | 4,000 | 4,000 | ||||||
Leasehold improvements | 2,324,672 | 2,337,935 | ||||||
Total fixed assets | 5,625,482 | 5,493,055 | ||||||
Less accumulated depreciation and amortization | -3,264,948 | -2,848,052 | ||||||
Fixed assets, net | $ | 2,360,534 | $ | 2,645,003 | ||||
LONGTERM_NOTES_PAYABLE_Tables
LONG-TERM NOTES PAYABLE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||
As of December 31, 2013, long-term notes payable mature as follows: | |||||
Years ended December 31, | |||||
2014 | $ | — | |||
2015 | 119,957 | ||||
2016 | 243,591 | ||||
2017 | 86,452 | ||||
$ | 450,000 | ||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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 December 31, 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) (2) | 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 the warrants have been accounted for as derivative instruments as described in Note 3. | ||||||||
-2 | On February 20, 2014, warrants to purchase 5,500,000 shares of common stock expired unexercised (see Note 17). | ||||||||
Reserved For Future Issuance Upon Exercise Of Stock Options And Warrants Or Conversion Of Debt [Table Text Block] | ' | ||||||||
The following shares were reserved for future issuance upon exercise of stock options and warrants: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Warrants | 36,782,459 | 21,512,459 | |||||||
Stock options | 12,693,166 | 6,439,188 | |||||||
Total number of shares reserved for future issuance | 49,475,625 | 27,951,647 | |||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 recorded in connection with stock options granted to non-employee consultants: | ||||||||||||
Year Ended | Cumulative | |||||||||||
December 31, | Development- | |||||||||||
Stage Period | ||||||||||||
from | ||||||||||||
November 7, | ||||||||||||
2002 through | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2013 | ||||||||||
Employee and director stock option grants: | ||||||||||||
Research and development | $ | 355,012 | $ | 319,703 | $ | 1,163,273 | ||||||
General and administrative | 1,229,617 | 1,010,605 | 4,388,409 | |||||||||
Restructuring costs | 705,518 | — | 705,518 | |||||||||
2,290,147 | 1,330,308 | 6,257,200 | ||||||||||
Non-employee consultant stock option grants: | ||||||||||||
Research and development | 21,516 | 79,879 | 137,552 | |||||||||
General and administrative | 11,570 | 93,110 | 286,651 | |||||||||
33,086 | 172,989 | 424,203 | ||||||||||
Total stock-based compensation | $ | 2,323,233 | $ | 1,503,297 | $ | 6,681,403 | ||||||
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: | ||||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | |||||||||||
2013 | 2012 | |||||||||||
Volatility | 109 | % | 109% -115 | % | ||||||||
Risk-free interest rate | 0.92% - 2.05 | % | 0.7% - 0.925 | % | ||||||||
Expected life (years) | 5.75 - 6.55 | 5.06 - 6.25 | ||||||||||
Dividend | 0 | % | 0 | % | ||||||||
Weighted-average exercise price | $ | 0.46 | $ | 0.75 | ||||||||
Weighted-average grant-date fair value | $ | 0.28 | $ | 0.62 | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||
A summary of stock option activity 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 November 7, 2002 | — | |||||||||||
Options acquired in a business combination | 49,159 | $ | 100.52 | |||||||||
Granted | 6,240,083 | $ | 1.35 | |||||||||
Canceled | -1,001,728 | $ | 3.8 | |||||||||
Forfeited | -459,876 | $ | 2.46 | |||||||||
Outstanding at December 31, 2011 | 4,827,638 | $ | 1.82 | |||||||||
Granted | 1,956,650 | $ | 0.75 | |||||||||
Canceled | -1,666 | $ | 0.45 | |||||||||
Forfeited | -343,434 | $ | 1.38 | |||||||||
Outstanding at December 31, 2012 | 6,439,188 | $ | 1.52 | |||||||||
Granted | 6,885,573 | $ | 0.46 | |||||||||
Canceled | -189,040 | $ | 5.89 | |||||||||
Forfeited | -442,555 | $ | 0.78 | |||||||||
Outstanding at December 31, 2013 | 12,693,166 | $ | 0.91 | |||||||||
Vested, December 31, 2013 | 4,906,718 | $ | 1.55 | 4.17 | $ | 0 | ||||||
Unvested, December 31, 2013 | 7,786,448 | $ | 0.5 | 9.64 | $ | 134,400 | ||||||
Exercisable at December 31, 2013 | 4,906,718 | $ | 1.55 | 4.17 | $ | 0 | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
2013 | 2012 | |||||||
Tax provision (benefit) | ||||||||
Current | ||||||||
Federal | $ | — | $ | — | ||||
State | — | — | ||||||
Total current | — | — | ||||||
Deferred | ||||||||
Federal | -4,705,250 | -3,225,486 | ||||||
State | 134,225 | 2,291,913 | ||||||
Total deferred | -4,571,025 | -933,573 | ||||||
Change in valuation allowance | 4,571,025 | 933,573 | ||||||
Total | $ | — | $ | — | ||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
Deferred tax assets consisted of the following at December 31: | ||||||||
2013 | 2012 | |||||||
Deferred tax assets | ||||||||
Federal net operating loss | $ | 25,731,718 | $ | 22,343,084 | ||||
Federal research and development tax credit carryforwards | 2,480,417 | 1,969,426 | ||||||
State net operating loss | 2,070,642 | 2,252,566 | ||||||
State research and development tax credit carryforwards | 724,200 | 633,571 | ||||||
Capitalized research and development expenses | 11,128,803 | 11,068,868 | ||||||
Stock-based compensation expense | 1,599,005 | 842,174 | ||||||
Intangible assets | 380,339 | 440,556 | ||||||
Charitable contribution carryforwards | 34,850 | 43,350 | ||||||
Accrued liabilities | 26,112 | 25,199 | ||||||
Total deferred tax assets | 44,176,086 | 39,618,794 | ||||||
Deferred tax liabilities | ||||||||
Depreciable assets | -257,314 | -271,049 | ||||||
Total deferred tax liabilities | -257,314 | -271,049 | ||||||
Net deferred tax assets | 43,918,772 | 39,347,745 | ||||||
Less valuation allowance | -43,918,772 | -39,347,745 | ||||||
Total deferred tax assets | $ | — | $ | — | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations is as follows: | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
Income tax benefit using U.S. federal statutory rate | 34 | % | 34 | % | ||||
State income taxes | -0.82 | % | -17.2 | % | ||||
Permanent items | 5.1 | % | -0.17 | % | ||||
Change in valuation allowance | -42.4 | % | -10.61 | % | ||||
Other | 4.12 | % | -6.02 | % | ||||
Total | — | % | — | % | ||||
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 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: | |||||||||||
Year Ended | Cumulative | ||||||||||
December 31, | Development- | ||||||||||
Stage Period | |||||||||||
from November | |||||||||||
7, 2002 | |||||||||||
(inception) | |||||||||||
through | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2013 | |||||||||
Warrants | 36,782,459 | 21,512,459 | 36,782,459 | ||||||||
Stock options | 12,693,166 | 6,439,188 | 12,693,166 | ||||||||
COMMITMENTS_Tables
COMMITMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
As of December 31, 2013, future minimum lease payments under this non-cancelable lease are approximately as follows: | |||||
Years ended December 31, | |||||
2014 | $ | 94,000 | |||
2015 – 2018 | — | ||||
Thereafter | — | ||||
$ | 94,000 | ||||
NATURE_OF_BUSINESS_ORGANIZATIO1
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) (USD $) | 2 Months Ended | 12 Months Ended | 134 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2002 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2004 | Dec. 31, 2003 | Dec. 31, 2013 | Feb. 06, 2014 | |
Subsequent Event [Member] | ||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the development stage | ' | $51,059,568 | $40,277,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $51,059,568 | ' |
Net Income (Loss) Attributable to Parent, Total | 0 | -10,782,168 | -8,796,974 | -7,435,422 | -4,560,263 | -6,219,873 | -6,090,715 | -5,090,325 | -963,440 | -481,837 | -342,761 | -295,790 | -51,059,568 | ' |
Securities Purchase Agreement, Initiation Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5-Feb-14 |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 |
Convertible Debentures And Warrants To Purchase Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 |
Payment For Convertible Debentures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents | $2,000,000 | ' |
Certificates of Deposit, at Carrying Value | 55,000 | 55,000 |
Long Term Restricted Asset | ' | 2,000,000 |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Lease Term | '3 years | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 16,527,310 | 27,310 |
Deferred Financing Costs | 0 | 70,539 |
Cash, Uninsured Amount | $2,165,000 | ' |
Leasehold Improvements [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '17 years | ' |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Liabilities: | ' | ' |
Warrants | $3,359,363 | $13,304 |
February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,355,000 | ' |
Legacy Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 4,363 | 13,304 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | ' |
Fair Value, Inputs, Level 1 [Member] | February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | ' |
Fair Value, Inputs, Level 1 [Member] | Legacy Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 4,363 | ' |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | Legacy Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 4,363 | 13,304 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,355,000 | ' |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,355,000 | ' |
Fair Value, Inputs, Level 3 [Member] | Legacy Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | $0 | $0 |
FAIR_VALUE_Details_1
FAIR VALUE (Details 1) (USD $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Fair value of warrants issued in connection with February 2013 public offering | $5,720,000 | $0 | $5,720,000 |
Gain (loss) on revaluation of derivative warrants | 2,373,941 | -33,854 | 2,327,929 |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Beginning balance | 0 | 0 | ' |
Fair value of warrants issued in connection with February 2013 public offering | 5,720,000 | 0 | ' |
Gain (loss) on revaluation of derivative warrants | -2,365,000 | 0 | ' |
Warrants | $3,355,000 | $0 | $3,355,000 |
FAIR_VALUE_Details_Textual
FAIR VALUE (Details Textual) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants Issued To Purchase Common Stock | 5,500,000 |
February 2013 Public Offering Warrants [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants Issued To Purchase Common Stock | 16,500,000 |
Maximum [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 1.27% |
Fair Value Assumptions, Expected Volatility Rate | 115.00% |
Fair Value Assumptions, Expected Term | '4 years 1 month 20 days |
Minimum [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.07% |
Fair Value Assumptions, Expected Volatility Rate | 75.00% |
Fair Value Assumptions, Expected Term | '1 month 20 days |
Legacy Warrants | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants Issued To Purchase Common Stock | 27,310 |
GOODWILL_Details_Textual
GOODWILL (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | ' | ' |
Goodwill | $1,675,462 | $1,675,462 |
FIXED_ASSETS_Details
FIXED ASSETS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | $5,625,482 | $5,493,055 |
Less accumulated depreciation and amortization | -3,264,948 | -2,848,052 |
Fixed assets, net | 2,360,534 | 2,645,003 |
Computer Software, Intangible Asset [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | 4,000 | 4,000 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | 3,296,810 | 3,151,120 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | $2,324,672 | $2,337,935 |
FIXED_ASSETS_Details_Textual
FIXED ASSETS (Details Textual) (USD $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation, Depletion and Amortization, Total | $424,758 | $497,253 | $3,338,049 |
LICENSE_AGREEMENTS_Details_Tex
LICENSE AGREEMENTS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of License Agreements [Line Items] | ' | ' | ' |
Payment Of License Fee | $10,000 | ' | ' |
Payment Of Sublicense Fee Description | 'if the sublicense fee payable to the Company is between 4% and 5% of net sales, then the royalties payable to U. Mich. Shall be equal to 50% of the sublicense fee. | ' | ' |
Percentage Of Revenue Received In Kind | 10.00% | ' | ' |
Minimum [Member] | ' | ' | ' |
Schedule of License Agreements [Line Items] | ' | ' | ' |
Future Milestone Payments | 100,000 | ' | ' |
Maximum [Member] | ' | ' | ' |
Schedule of License Agreements [Line Items] | ' | ' | ' |
Future Milestone Payments | 200,000 | ' | ' |
University Of Michigan Agreement [Member] | ' | ' | ' |
Schedule of License Agreements [Line Items] | ' | ' | ' |
Agreement Expiration Period | '2016 | ' | ' |
Milestone Payment Method Description | 'if sales in the first 12 months are less than the amount of the milestone, then we are required to pay 50% of all sales until the milestone is satisfied. | ' | ' |
Future Milestone Payments | 400,000 | ' | ' |
Percentage Of Royalty Revenue | 3.00% | ' | ' |
Percentage Of Reduction In Royalties Owed | 50.00% | ' | ' |
Reimbursement Of Patent Maintenance Fees | ' | 4,200 | 2,400 |
University Of Michigan Agreement [Member] | New Drug Application [Member] | ' | ' | ' |
Schedule of License Agreements [Line Items] | ' | ' | ' |
Payment Of Milestone Expenses | $50,000 | ' | ' |
Milestone Payment Method Description | 'such milestone fees may be deferred and paid within 12 months of the first commercial sale of such products | ' | ' |
LONGTERM_NOTES_PAYABLE_Details
LONG-TERM NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' |
2014 | $0 |
2015 | 119,957 |
2016 | 243,591 |
2017 | 86,452 |
Long-term Debt, Total | $450,000 |
LONGTERM_NOTES_PAYABLE_Details1
LONG-TERM NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Sep. 15, 2010 | Feb. 06, 2014 | Feb. 05, 2014 | Sep. 15, 2010 | |
Subsequent Event [Member] | Subsequent Event [Member] | Wisconsin Department of Commerce [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | $450,000 | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 8.00% | 2.00% |
Percentage Of Late Payment Charges | ' | ' | 12.00% | ' | ' | ' | ' |
Interest And Principal Payments Period | ' | ' | 30-Apr-15 | ' | ' | ' | ' |
Unpaid Principal And Interest Description | 'Monthly payments of $20,665 for principal and interest commence on May 1, 2015 and continue for 23 equal installments with the final installment of any remaining unpaid principal and interest due on April 1, 2017. | ' | ' | ' | ' | ' | ' |
Notes Payable, Noncurrent, Total | 450,000 | 450,000 | ' | ' | ' | ' | ' |
Interest Expense, Long-term Debt, Total | 9,000 | 9,000 | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | 4,000,000 | ' | ' |
Convertible Debentures And Warrants To Purchase Common Stock | ' | ' | ' | ' | 8,000,000 | ' | ' |
Payment For Convertible Debentures | ' | ' | ' | ' | $4,000,000 | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended | |
Dec. 31, 2013 | ||
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 36,782,459 | |
Warrants Expiration Date | 20-Feb-14 | |
Warrant One [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 27,310 | [1] |
Warrants Exercise Price (in dollars per share) | 0.5 | [1] |
Warrants Expiration Date | 27-Jul-15 | [1] |
Warrant Two [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 105,040 | |
Warrants Exercise Price (in dollars per share) | 16.065 | |
Warrants Expiration Date | 27-Jul-15 | |
Warrant Three [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 91,524 | |
Warrants Expiration Date | 31-Dec-15 | |
Warrant Three [Member] | Minimum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Warrants Exercise Price (in dollars per share) | 99.45 | |
Warrant Three [Member] | Maximum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Warrants Exercise Price (in dollars per share) | 100.98 | |
February 2013 Public Offering Warrants [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 11,000,000 | [1] |
Warrants Exercise Price (in dollars per share) | 0.5 | [1] |
Warrants Expiration Date | 20-Feb-18 | [1] |
February Public Offering Two [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 5,500,000 | [1],[2] |
Warrants Exercise Price (in dollars per share) | 0.5 | [1],[2] |
Warrants Expiration Date | 20-Feb-14 | [1],[2] |
February Public Offering and Placement Agents [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 770,000 | |
Warrants Exercise Price (in dollars per share) | 0.625 | |
Warrants Expiration Date | 4-Feb-18 | |
November Private Placement [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 1,000,000 | |
Warrants Exercise Price (in dollars per share) | 1.25 | |
Warrants Expiration Date | 2-Nov-17 | |
June Public Offering [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 2,981,440 | |
Warrants Exercise Price (in dollars per share) | 1.25 | |
Warrants Expiration Date | 13-Jun-17 | |
Underwritten Offering [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 9,248,334 | |
Warrants Exercise Price (in dollars per share) | 0.6 | |
Warrants Expiration Date | 6-Dec-16 | |
April Private Placement [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 6,058,811 | |
Warrants Exercise Price (in dollars per share) | 0.75 | |
Warrants Expiration Date | 31-Mar-16 | |
[1] | The exercise prices of these warrants are subject to adjustment for bdown-roundsb and the warrants have been accounted for as derivative instruments as described in Note 3. | |
[2] | On February 20, 2014, warrants to purchase 5,500,000 shares of common stock expired unexercised (see Note 17). |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reserved For Future Issuance Upon Exercise Of Stock Options And Warrants [Line Items] | ' | ' |
Number Of Shares Reserved For Future Issuance | 49,475,625 | 27,951,647 |
Warrant [Member] | ' | ' |
Reserved For Future Issuance Upon Exercise Of Stock Options And Warrants [Line Items] | ' | ' |
Number Of Shares Reserved For Future Issuance | 36,782,459 | 21,512,459 |
Employee Stock Option [Member] | ' | ' |
Reserved For Future Issuance Upon Exercise Of Stock Options And Warrants [Line Items] | ' | ' |
Number Of Shares Reserved For Future Issuance | 12,693,166 | 6,439,188 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 12 Months Ended | 134 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 10, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Feb. 20, 2013 | Dec. 31, 2013 | Feb. 20, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Class B Warrants [Member] | Class B Warrants [Member] | Maximum [Member] | Minimum [Member] | February Offering One [Member] | February Offering One [Member] | February Offering Two [Member] | February Offering Two [Member] | February Offering [Member] | June Public Offering [Member] | June Public Offering [Member] | June Public Offering [Member] | June Public Offering [Member] | June Public Offering [Member] | November 2012 Private Placement [Member] | November 2012 Private Placement [Member] | November 2012 Private Placement [Member] | November 2012 Private Placement [Member] | ||||
Ninety Day Warrant [Member] | Five Year Warrant [Member] | Underwritten Offering [Member] | Ninety Day Warrant [Member] | Five Year Warrant [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 57,397,997 | 46,397,997 | 57,397,997 | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock | 5,500,000 | ' | 5,500,000 | ' | ' | ' | ' | ' | 11,000,000 | 8,000,000 | 5,500,000 | 770,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Proceeds From Issuance Of Common Stock Warrants | ' | ' | ' | ' | ' | ' | ' | $5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Common Stock Warrants Net | ' | ' | ' | ' | ' | ' | ' | 4,975,153 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Warrants Classified As Derivative Liability | 5,720,000 | 0 | 5,720,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net, Total | -744,957 | 0 | -744,957 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Fee Paid To Placement Agent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 385,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $1 | $0.50 | $0.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Expiration Date | 20-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' | 6-Feb-19 | ' | 4-Feb-18 | 13-Jun-17 | ' | ' | ' | 13-Jun-17 | ' | 31-Jan-13 | ' | ' |
Change In Unrealized Gain Loss On Fair Value | 2,365,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants | 36,782,459 | ' | 36,782,459 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,981,440 | ' | 5,420,800 | 2,710,400 | 271,040 | ' | ' | 2,000,000 | 1,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' | 1 | 1.25 | 1.25 | ' | 1 | 1 | 1.25 |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,420,800 | ' | ' | ' | ' | ' | ' | ' |
Gross Proceeds From Issuance Of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,420,800 | ' | ' | ' | ' | 2,000,000 | ' | ' |
Proceeds From Issuance Of Common Stock | 4,975,153 | 6,838,774 | 43,688,181 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,870,978 | ' | ' | ' | ' | ' | ' | ' |
Relative Fair Value Of Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,994,631 | ' | ' | ' | ' | 742,491 | ' | ' |
Investment Banking, Advisory, Brokerage, and Underwriting Fees and Commissions, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 379,456 | ' | ' | ' | ' |
Fair Value Of Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255,703 | ' | ' | ' | ' |
Warrants Amended To Purchase Common Stock | ' | ' | ' | ' | 5,255,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Deemed Dividend On Warrants | 0 | -543,359 | -543,359 | 543,359 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Warrant Exercises | 0 | 1,088,300 | 1,338,300 | 1,088,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercisable For Common Stock | ' | ' | ' | 4,332,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Warrants Issued In Connection With Sale Of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Long Term Restricted Asset | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents | 2,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 122,000 | ' | ' | ' |
Reimbursement Of Administrative And Other Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' |
Restricted Cash To Cash And Cash Equivalent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,878,000 | ' | ' | ' |
Warrants Unexercised | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Resale Of Shares Of Common Stock | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Liquidated Damages Per Month | ' | ' | ' | ' | ' | 5.00% | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | $2,323,233 | $1,503,297 | $6,681,403 |
Employee and Director Stock Option [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | 2,290,147 | 1,330,308 | 6,257,200 |
Employee and Director Stock Option [Member] | Research and Development Expense [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | 355,012 | 319,703 | 1,163,273 |
Employee and Director Stock Option [Member] | General and Administrative Expense [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | 1,229,617 | 1,010,605 | 4,388,409 |
Employee and Director Stock Option [Member] | Restructuring Costs [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | 705,518 | 0 | 705,518 |
Non Employee Consultant Stock Option [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | 33,086 | 172,989 | 424,203 |
Non Employee Consultant Stock Option [Member] | Research and Development Expense [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | 21,516 | 79,879 | 137,552 |
Non Employee Consultant Stock Option [Member] | General and Administrative Expense [Member] | ' | ' | ' |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | $11,570 | $93,110 | $286,651 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ' | ' | ' |
Volatility | 109.00% | ' | ' |
Dividend | 0.00% | 0.00% | ' |
Weighted-average exercise price | $0.46 | $0.75 | ' |
Weighted-average grant-date fair value | $0.28 | $0.62 | $0.82 |
Minimum [Member] | ' | ' | ' |
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ' | ' | ' |
Volatility | ' | 109.00% | ' |
Risk-free interest rate | 0.92% | 0.70% | ' |
Expected life (years) | '5 years 9 months | '5 years 22 days | ' |
Maximum [Member] | ' | ' | ' |
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ' | ' | ' |
Volatility | ' | 115.00% | ' |
Risk-free interest rate | 2.05% | 0.93% | ' |
Expected life (years) | '6 years 6 months 18 days | '6 years 3 months | ' |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 06, 2002 | |
Share-based Compensation, Stock Options, Activity [Line Items] | ' | ' | ' | ' |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options, Beginning Balance | 6,439,188 | 4,827,638 | ' | 0 |
Options acquired in a business combination - Number of Shares Issuable Upon Exercise of Outstanding Options | ' | ' | 49,159 | ' |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 6,885,573 | 1,956,650 | 6,240,083 | ' |
Canceled - Number of Shares Issuable Upon Exercise of Outstanding Options | -189,040 | -1,666 | ' | ' |
Canceled - Number of Shares Issuable Upon Exercise of Outstanding Options | ' | ' | -1,001,728 | ' |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | -442,555 | -343,434 | -459,876 | ' |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options, Ending Balance | 12,693,166 | 6,439,188 | 4,827,638 | 0 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,906,718 | ' | ' | ' |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 7,786,448 | ' | ' | ' |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,906,718 | ' | ' | ' |
Options acquired in a business combination - Weighted Average Exercise Price (in dollars per share) | ' | ' | $100.52 | ' |
Granted - Weighted Average Exercise Price (in dollars per share) | $0.46 | $0.75 | $1.35 | ' |
Canceled - Weighted Average Exercise Price (in dollars per share) | $5.89 | $0.45 | ' | ' |
Canceled - Weighted Average Exercise Prices (in dollars per share) | ' | ' | $3.80 | ' |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $0.78 | $1.38 | $2.46 | ' |
Outstanding - Weighted Average Exercise Price, Ending Balance (in dollars per share) | $0.91 | $1.52 | $1.82 | ' |
Vested - Weighted Average Exercise Price (in dollars per share) | $1.55 | ' | ' | ' |
Unvested - Weighted Average Exercise Price (in dollars per share) | $0.50 | ' | ' | ' |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $1.55 | ' | ' | ' |
Vested - Weighted Average Remaining Contracted Term in Years | '4 years 2 months 1 day | ' | ' | ' |
Unvested - Weighted Average Remaining Contracted Term in Years | '9 years 7 months 20 days | ' | ' | ' |
Exercisable - Weighted Average Remaining Contracted Term in Years | '4 years 2 months 1 day | ' | ' | ' |
Vested - Aggregate Intrinsic Value (in dollars) | $0 | ' | ' | ' |
Unvested - Aggregate Intrinsic Value (in dollars) | 134,400 | ' | ' | ' |
Exercisable - Aggregate Intrinsic Value (in dollars) | $0 | ' | ' | ' |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 134 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 20, 2014 | Feb. 05, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Employee Stock Option [Member] | Stock Incentive Plan 2006 [Member] | Employee [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period | ' | 6,885,573 | 1,956,650 | 6,240,083 | ' | ' | ' | 5,285,573 | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | 3,340,131 | ' | ' | 3,340,131 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $171,835 | $136,022 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 101,972 | 569,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,925,573 | 167,550 | ' |
Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | ' | $1.55 | ' | ' | $1.55 | ' | ' | ' | ' | ' | $0.75 | ' | ' |
Warrants To Purchase Common Stock | ' | 36,585,895 | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' |
Shares Issued Upon Warrants Exercise | ' | 19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Forfeitures Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | $0.28 | $0.62 | ' | $0.82 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | ' | 2,109,200 | 1,549,300 | ' | 6,464,900 | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested Compensation Cost | ' | 2,045,527 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | ' | 607,116 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | ' | 450,336 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | ' | 323,536 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Four | ' | 172,363 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | ' | $0.88 | $1.01 | ' | $0.88 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | ' | $0.33 | $0.73 | ' | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | ' | 5,860,873 | ' | ' | 5,860,873 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Stock Based Compensation Expense Up On Vesting Of Options | ' | $492,176 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-Dilution Option Reduced By Expiration Of Warrants | ' | ' | ' | ' | ' | 289,473 | ' | ' | ' | ' | ' | ' | ' |
Warrant Exercise Price | ' | ' | ' | ' | ' | $0.50 | $1 | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current | ' | ' |
Federal | $0 | $0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred | ' | ' |
Federal | -4,705,250 | -3,225,486 |
State | 134,225 | 2,291,913 |
Total deferred | -4,571,025 | -933,573 |
Change in valuation allowance | 4,571,025 | 933,573 |
Total | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets | ' | ' |
Federal net operating loss | $25,731,718 | $22,343,084 |
Federal research and development tax credit carryforwards | 2,480,417 | 1,969,426 |
State net operating loss | 2,070,642 | 2,252,566 |
State research and development tax credit carryforwards | 724,200 | 633,571 |
Capitalized research and development expenses | 11,128,803 | 11,068,868 |
Stock-based compensation expense | 1,599,005 | 842,174 |
Intangible assets | 380,339 | 440,556 |
Charitable contribution carryforwards | 34,850 | 43,350 |
Accrued liabilities | 26,112 | 25,199 |
Total deferred tax assets | 44,176,086 | 39,618,794 |
Deferred tax liabilities | ' | ' |
Depreciable assets | -257,314 | -271,049 |
Total deferred tax liabilities | -257,314 | -271,049 |
Net deferred tax assets | 43,918,772 | 39,347,745 |
Less valuation allowance | -43,918,772 | -39,347,745 |
Total deferred tax assets | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Reconciliation [Line Items] | ' | ' |
Income tax benefit using U.S. federal statutory rate | 34.00% | 34.00% |
State income taxes | -0.82% | -17.20% |
Permanent items | 5.10% | -0.17% |
Change in valuation allowance | -42.40% | -10.61% |
Other | 4.12% | -6.02% |
Total | 0.00% | 0.00% |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Domestic Tax Authority [Member] | ' |
Income Taxes [Line Items] | ' |
Operating Loss Carryforwards | $75,682,000 |
Net Operating Loss Carryforwards Expiration Period | '2018 through 2032 |
Research And Development And Investment Tax Credits | 2,480,000 |
Research And Development And Investment Tax Credits Expiration Period | '2018 through 2032 |
State and Local Jurisdiction [Member] | ' |
Income Taxes [Line Items] | ' |
Operating Loss Carryforwards | 39,415,000 |
Net Operating Loss Carryforwards Expiration Period | '2014 through 2032 |
Research And Development And Investment Tax Credits | $1,097,000 |
Research And Development And Investment Tax Credits Expiration Period | '2018 through 2027 |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Warrant [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 36,782,459 | 21,512,459 | 36,782,459 |
Equity Option [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,693,166 | 6,439,188 | 12,693,166 |
COMMITMENTS_Details
COMMITMENTS (Details) (USD $) | Dec. 31, 2013 |
Years ended December 31, | ' |
2014 | $94,000 |
2015 - 2018 | 0 |
Thereafter | 0 |
Total | $94,000 |
COMMITMENTS_Details_Textual
COMMITMENTS (Details Textual) (USD $) | 12 Months Ended | 134 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2007 | Dec. 31, 2013 | Feb. 20, 2014 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
sqft | sqft | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Leasehold Improvements [Member] | Office Space In Newton M [Member] | Dr. Simon Pedder [Member] | Dr. Simon Pedder [Member] | Dr. Simon Pedder [Member] | |||
Subsequent Event [Member] | Stock Option One [Member] | Stock Option Two [Member] | ||||||||||
Capital Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Professional Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Non Qualified Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,360,000 | 1,925,573 |
Common Stock Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.33 | $0.75 |
Warrants Issued To Purchase Common Stock | 5,500,000 | ' | ' | 5,500,000 | 5,500,000 | ' | ' | ' | ' | 36,585,895 | ' | ' |
Shares Issued Upon Warrants Exercise | 19 | ' | ' | ' | ' | ' | ' | ' | ' | 19 | ' | ' |
Officers Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' |
Reimbursement Of Rental Costs | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | '4 years 2 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' |
Percentage Of Unvested Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Percentage of Annual Bonus | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Operating Leases, Rent Expense | 229,000 | 227,000 | 8,050 | 1,597,000 | ' | ' | ' | ' | 5,300 | ' | ' | ' |
Lease Rent Escalation Percentage | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Rent Expansion Space | 1,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expansion Space For Lease | 3,400 | ' | ' | 3,400 | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Term | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' | ' | ' | ' | ' | '17 years | ' | ' | ' | ' |
Maximum Renovation Expense | $55,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-Dilution Option Reduced By Expiration Of Warrants | ' | ' | ' | ' | 289,473 | ' | ' | ' | ' | ' | ' | ' |
Lessor Leasing Arrangements, Operating Leases, Renewal Term | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' |
Lease Expiration Period | ' | ' | ' | ' | ' | 14-Sep-16 | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (University Of Wisconsin Madison [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
University Of Wisconsin Madison [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related Party Transaction, Amounts of Transaction | $187,500 | $269,000 |
Payment Towards Clinical Trial Agreements | $380,625 | $349,000 |
RESTRUCTURING_COSTS_AND_OTHER_1
RESTRUCTURING COSTS AND OTHER CORPORATE CHANGES (Details Textual) (USD $) | 12 Months Ended | 134 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Share-based Compensation, Total | $2,323,233 | $1,503,297 | $6,681,403 |
Payment of Retention Bonus | 67,427 | ' | ' |
Payment Of Lump Sum Amount Related To Employment Agreement | 112,379 | ' | ' |
Restructuring Charges, Total | 1,097,000 | ' | ' |
severance and retention expense | 386,000 | ' | ' |
Other Restructuring Costs | 5,000 | ' | ' |
Payments for Restructuring | 200,000 | ' | ' |
Mr. Palmin [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Payment Upon The Completion Of Certain Milestones | 75,000 | ' | ' |
Share-based Compensation, Total | 665,327 | ' | ' |
Payment For Employment Termination | 175,000 | ' | ' |
Dr. Pazoles [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Share-based Compensation, Total | 40,191 | ' | ' |
Payment For Employment Termination | 132,600 | ' | ' |
Extension Of Time To Exercise Options Under Employment Agreement | '18 months | ' | ' |
Restructuring Board of Directors [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Share-based Compensation, Total | 274,000 | ' | ' |
Modification of options [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Share-based Compensation, Total | $706,000 | ' | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2013 | Feb. 05, 2014 | Feb. 06, 2014 | Feb. 20, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Securities Purchase Agreement, Initiation Date | ' | ' | 5-Feb-14 | ' |
Convertible Debt | ' | ' | $4,000,000 | ' |
Warrants Issued To Purchase Common Stock | 5,500,000 | ' | ' | 5,500,000 |
Convertible Debentures And Warrants To Purchase Common Stock | ' | ' | 8,000,000 | ' |
Payment For Convertible Debentures | ' | ' | 4,000,000 | ' |
Debt Instrument, Maturity Date | ' | 6-Feb-16 | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $0.50 | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | 8,000,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 8.00% | ' | ' |
Gross Proceeds From Sale Of Securities | ' | 2,000,000 | ' | ' |
Gross Proceeds From Issuance Of Debt | ' | 8,000,000 | ' | ' |
Default Value Of Borrowings | ' | 150,000 | ' | ' |
Payment On Default On Borrowings | ' | $100,000 | ' | ' |
Warrant Exercise Price | ' | $1 | ' | $0.50 |
Warrants Expiration Date | 20-Feb-14 | 6-Feb-19 | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | 12.00% | ' | ' |
Anti-Dilution Option Reduced By Expiration Of Warrants | ' | ' | ' | 289,473 |