Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 13-May-14 | |
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 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $3,807,967 | $2,418,384 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 212,343 | 294,687 |
Total current assets | 4,075,310 | 2,768,071 |
FIXED ASSETS, NET | 2,277,408 | 2,360,534 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 8,040,052 | 6,815,939 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued liabilities | 992,347 | 1,162,098 |
Derivative liability | 3,414,308 | 3,359,363 |
Capital lease obligations, current portion | 1,068 | 1,694 |
Total current liabilities | 4,407,723 | 4,523,155 |
LONG-TERM LIABILITIES: | ' | ' |
Convertible debt | 3,765,028 | 0 |
Notes payable | 450,000 | 450,000 |
Deferred rent | 144,614 | 143,234 |
Total long-term liabilities | 4,359,642 | 593,234 |
TOTAL LIABILITIES | 8,767,365 | 5,116,389 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT): | ' | ' |
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of March 31, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.00001 par value; 150,000,000 shares authorized; 57,397,997 shares issued and outstanding at March 31, 2014 and December 31, 2013. | 574 | 574 |
Additional paid-in capital | 53,275,094 | 52,758,544 |
Deficit accumulated during the development stage | -54,002,981 | -51,059,568 |
Total stockholders' equity (deficit) | -727,313 | 1,699,550 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $8,040,052 | $6,815,939 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 57,397,997 |
Common stock, shares outstanding | 57,397,997 | 57,397,997 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 137 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
COSTS AND EXPENSES: | ' | ' | ' |
Research and development | $1,715,307 | $1,590,613 | $34,503,195 |
General and administrative | 1,087,035 | 1,121,703 | 18,826,512 |
Restructuring costs | 16,882 | 0 | 1,113,756 |
Merger costs | 0 | 0 | 799,133 |
Total costs and expenses | 2,819,224 | 2,712,316 | 55,242,596 |
LOSS FROM OPERATIONS | -2,819,224 | -2,712,316 | -55,242,596 |
OTHER INCOME (EXPENSE): | ' | ' | ' |
Grant income | 0 | 0 | 244,479 |
Gain (loss) on revaluation of derivative warrants | -54,945 | 6,043 | 2,272,984 |
Loss on issuance of derivative warrants | 0 | -744,957 | -744,957 |
Interest expense, net | -69,244 | -2,649 | -534,052 |
Other income | 0 | 0 | 1,161 |
Total other income (expense), net | -124,189 | -741,563 | 1,239,615 |
NET LOSS | -2,943,413 | -3,453,879 | -54,002,981 |
DEEMED DIVIDEND ON WARRANTS | 0 | 0 | -543,359 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($2,943,413) | ($3,453,879) | ($54,546,340) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (in dollars per share) | ($0.05) | ($0.07) | ($2.93) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (in shares) | 57,397,997 | 51,286,886 | 18,647,994 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 137 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($2,943,413) | ($3,453,879) | ($54,002,981) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 96,048 | 111,874 | 3,434,097 |
Stock-based compensation | 262,526 | 425,898 | 6,943,929 |
Intrinsic value of beneficial conversion feature associated with convertible debt | 0 | 0 | 471,765 |
Non-cash interest expense related to discount on convertible debt | 19,052 | 0 | 19,052 |
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 | 2,269 | 4,513 | 46,269 |
(Gain) loss on revaluation of derivative warrants | 54,945 | -6,043 | -2,272,984 |
Loss on issuance of derivative warrants | 0 | 744,957 | 744,957 |
Changes in: | ' | ' | ' |
Prepaid expenses and other current assets | 82,344 | 135,549 | -180,823 |
Accounts payable and accrued liabilities | -169,751 | 145,999 | 612,218 |
Accrued interest | ' | 0 | 463,722 |
Deferred rent | 1,380 | 2,195 | 144,614 |
Cash used in operating activities | -2,594,600 | -1,888,937 | -43,466,974 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Cash acquired in a business combination | 0 | 0 | 905,649 |
Purchases of fixed assets | -15,191 | -92,977 | -5,747,286 |
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 | 0 | 121,740 | -55,000 |
Payment for intangible assets | 0 | 0 | -19,671 |
Cash provided by (used in) investing activities | -15,191 | 28,763 | -4,909,308 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from issuance of convertible notes | 4,000,000 | 0 | 6,720,985 |
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 | -626 | -584 | -9,906 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 4,975,153 | 43,688,181 |
Proceeds from exercise of warrants | 0 | 0 | 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 issuance costs | 0 | 70,539 | 28,500 |
Cash provided by financing activities | 3,999,374 | 5,045,108 | 52,184,249 |
INCREASE IN CASH AND EQUIVALENTS | 1,389,583 | 3,184,934 | 3,807,967 |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 2,418,384 | 4,677,545 | 0 |
CASH AND EQUIVALENTS AT END OF PERIOD | 3,807,967 | 7,862,479 | 3,807,967 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ' | ' | ' |
Fair value of warrants classified as derivative liability | 0 | 5,720,000 | 5,720,000 |
Relative fair value of warrants issued with convertible debt | 254,024 | 0 | 254,024 |
Interest paid | 0 | 0 | 208,689 |
Fair value of derivative warrants reclassified to equity upon cashless exercise | 0 | 0 | 92,194 |
Issuance of common stock in connection with the conversion of notes payable and $463,722 in accrued interest | 0 | 0 | 3,184,707 |
Fair value of assets acquired in exchange for securities in a business combination | 0 | 0 | 78,408 |
Fair value of liabilities assumed in exchange for securities in a business combination | 0 | 0 | -439,616 |
Goodwill resulting from business combination | $0 | $0 | $1,675,462 |
NATURE_OF_BUSINESS_ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2014 | |
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 $54,002,981 at March 31, 2014. During the three months ended March 31, 2014, the Company generated a net loss of $2,943,413 and the Company expects that it will continue to generate operating losses for the foreseeable future. The Company believes that its cash balance as of March 31, 2014 is adequate to fund operations at budgeted levels through July 2014. The Company’s ability to execute its operating plan beyond July 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. | |
The accompanying balance sheet as of December 31, 2013 has been derived from audited financial statements. The accompanying unaudited consolidated balance sheet as of March 31, 2014, the consolidated statements of operations for the three months ended March 31, 2014 and 2013 and the cumulative period November 7, 2002 (date of inception) through March 31, 2014, and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013 and the cumulative period November 7, 2002 (date of inception) through March 31, 2014 and the related interim information contained within the notes to the consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position at March 31, 2014 and consolidated results of its operations and its cash flows for the three months ended March 31, 2014 and 2013 and the period from November 7, 2002 (inception) to March 31, 2014. The results for the three months ended March 31, 2014 are not necessarily indicative of future results. | |
These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on March 19, 2014. | |
Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. | |
Restricted Cash — The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at March 31, 2014 and December 31, 2013 consists of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. | |
Goodwill — Intangible assets at March 31, 2014 consist of goodwill recorded in connection with the business combination with Cellectar, Inc., a privately held Wisconsin corporation that designed and developed products to detect, treat and monitor a wide variety of human cancers (the Acquisition). Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. There were no changes in goodwill during the three months ended March 31, 2014. | |
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. | |
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, convertible debt and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value due to their short-term nature. The fair value of convertible debt is equal to the fair value of the underlying common stock, approximately $3,120,000 at March 31, 2014. The carrying value of remaining long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market interest rates available on similar instruments. | |
Derivative Instruments — The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 11,027,310 and 16,527,310 at March 31, 2014 and December 31, 2013, 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 March 31, 2014 and December 31, 2013, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
FAIR_VALUE
FAIR VALUE | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
2. FAIR VALUE | ||||||||||||||
In accordance with Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. | ||||||||||||||
⋅ | Level 1: Input prices quoted in an active market for identical financial assets or liabilities. | |||||||||||||
⋅ | Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. | |||||||||||||
⋅ | Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market. | |||||||||||||
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 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”). On February 20, 2014, warrants to purchase 5,500,000 shares of common stock issued in the February 2013 offering expired. The remaining 11,000,000 warrants 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 March 31, 2014 and December 31, 2013: | ||||||||||||||
March 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 4,308 | $ | — | $ | 4,308 | ||||||
February 2013 Public Offering Warrants | — | — | 3,410,000 | 3,410,000 | ||||||||||
Total | $ | — | $ | 4,308 | $ | 3,410,000 | $ | 3,414,308 | ||||||
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 | ||||||
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 5). | ||||||||||||||
In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments as of March 31, 2014, 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 rate of 2.63%, volatility of 115%, contractual term of 3.89 years, future financing requirements and dividend rates. The assumptions used to estimate the value of the February 2013 Public Offering Warrants as of December 31, 2013 include 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. | ||||||||||||||
Three | Year Ended | |||||||||||||
Months Ended | December 31, | |||||||||||||
March 31, | 2013 | |||||||||||||
2014 | ||||||||||||||
Beginning balance - fair value | $ | 3,355,000 | $ | — | ||||||||||
Fair value of warrants issued in connection with February 2013 public offering | — | 5,720,000 | ||||||||||||
(Gain)/loss on derivatives resulting from change in fair value | 55,000 | -2,365,000 | ||||||||||||
Ending balance - fair value | $ | 3,410,000 | $ | 3,355,000 | ||||||||||
CONVERTIBLE_DEBT
CONVERTIBLE DEBT | 3 Months Ended |
Mar. 31, 2014 | |
Convertible Debt [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
3. CONVERTIBLE DEBT | |
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 PIPE”). | |
Debentures | |
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. During the three months ended March 31, 2014, the Company accrued $48,000 in interest expense, which is included in accrued liabilities as of March 31, 2014. The debenture conversion price and 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 debenture holders after such event will be equivalent to the rights of debenture 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 permitted under 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 SEC, 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 exercise price and the number of shares of 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 determined that the warrants associated with the convertible debentures meet the requirements for classification as equity. Therefore, the relative fair value of the warrants at the date of issuance of $254,024 has been included as a component of stockholders’ equity. In order to estimate the value of the February 2014 PIPE warrants the Company used a probability weighted valuation model together with assumptions that consider, among other variables, the fair value of the underlying stock, a risk-free interest rate of 1.52%, volatility of 110%, a 0% dividend rate, a contractual term of 5 years, and an estimate of the probability that the warrants will become exercisable upon conversion of the associated debt. | |
Following the allocation of the relative fair value of the warrants to equity, the remaining value of $3,745,976 was allocated to the convertible debentures. The resulting discount on the debentures of $254,024 will be accreted to interest expense over the shorter of the time to maturity or conversion. During the three months ended March 31, 2014, the Company recorded $19,052 of non-cash expense related to accretion of the discount on the debentures. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Equity [Abstract] | ' | |||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||
4. STOCKHOLDERS’ EQUITY | ||||||||||
Common Stock Warrants | ||||||||||
The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2014. | ||||||||||
Offering | Number of Shares | Exercise | Expiration Date | |||||||
Issuable Upon | Price | |||||||||
Exercise of | ||||||||||
Outstanding | ||||||||||
Warrants | ||||||||||
February 2014 Private Placement (1) | 8,000,000 | $ | 1 | 6-Feb-19 | ||||||
February 2013 Public Offering (2) | 11,000,000 | 0.5 | 20-Feb-18 | |||||||
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 (2) | 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 | 39,282,459 | |||||||||
-1 | Warrants issued in connection with the sale of convertible debentures. As described in Note 3, the warrants are only exercisable following conversion of the associated debentures. | |||||||||
-2 | The exercise prices of these warrants are subject to adjustment for “down-rounds” and the warrants have been accounted for as a derivative instrument as described in Note 2. | |||||||||
On February 20, 2014, warrants to purchase 5,500,000 shares of common stock issued in connection with the February 2013 Public Offering, having an exercise price of $0.50 per share, expired unexercised. | ||||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||||
5. STOCK-BASED COMPENSATION | ||||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for non-performance based awards is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Evaluation of the probability of meeting performance targets is evaluated at the end of each reporting period. Non-employee stock-based compensation is accounted for in accordance with the guidance of FASB ASC Topic 505, Equity. As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. | ||||||||||||||
The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants and recorded in connection with stock options granted to non-employee consultants: | ||||||||||||||
Three Months Ended | Cumulative | |||||||||||||
March 31, | Development- | |||||||||||||
Stage Period | ||||||||||||||
from November | ||||||||||||||
7, 2002 through | ||||||||||||||
March 31, | ||||||||||||||
2014 | 2013 | 2014 | ||||||||||||
Employee and director stock option grants: | ||||||||||||||
Research and development | $ | 63,427 | $ | 105,838 | $ | 1,226,700 | ||||||||
General and administrative | 184,385 | 312,039 | 4,572,794 | |||||||||||
Restructuring costs | — | — | 705,518 | |||||||||||
247,812 | 417,877 | 6,505,012 | ||||||||||||
Non-employee consultant stock option grants: | ||||||||||||||
Research and development | 14,714 | 1,011 | 152,266 | |||||||||||
General and administrative | — | 7,010 | 286,651 | |||||||||||
14,714 | 8,021 | 438,917 | ||||||||||||
Total stock-based compensation | $ | 262,526 | $ | 425,898 | $ | 6,943,929 | ||||||||
In October 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, including options to purchase 1,925,573 shares of common stock 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. | ||||||||||||||
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 for the three months ended March 31, 2014 and for the year ended 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: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, 2013 | ||||||||||||||
Volatility | 109 | % | ||||||||||||
Risk-free interest rate | 0.92 | % | ||||||||||||
Expected life (years) | 6 | |||||||||||||
Dividend | 0 | % | ||||||||||||
Weighted-average exercise price | $ | 0.74 | ||||||||||||
Weighted-average grant-date fair value | $ | 0.61 | ||||||||||||
Exercise prices for all grants made during the three months ended March 31, 2013 were equal to the market value of the Company’s common stock on the date of grant. There were no stock option grants during the three months ended March 31, 2014. | ||||||||||||||
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 December 31, 2013 | 12,693,166 | $ | 0.91 | |||||||||||
Granted | — | $ | — | |||||||||||
Canceled | -324,108 | $ | 1.29 | |||||||||||
Forfeited | -289,473 | $ | 0.75 | |||||||||||
Outstanding at March 31, 2014 | 12,079,585 | $ | 0.9 | |||||||||||
Vested, March 31, 2014 | 4,926,341 | $ | 1.51 | 4.5 | $ | 1,671 | ||||||||
Unvested, March 31, 2014 | 7,153,244 | $ | 0.48 | 9.42 | $ | 218,729 | ||||||||
Exercisable at March 31, 2014 | 4,926,341 | $ | 1.51 | 4.5 | $ | 1,671 | ||||||||
The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. | ||||||||||||||
As of March 31, 2014, there was $1,592,057 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize $525,652, $541,791, $352,251 and $172,363 during 2014, 2015, 2016 and 2017, respectively. The Company expects 5,517,144 in unvested options to vest in the future. In addition, there are outstanding options to purchase 1,636,100 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. Therefore, the Company has not recognized any expense associated with the $418,187 fair value of this grant. Recognition of expense will begin when and if the Company determines that achievement of the performance condition is probable. The weighted-average grant-date fair value of vested and unvested options outstanding at March 31, 2014 was $0.85 and $0.32, respectively. | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
6. INCOME TAXES | |
The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards, using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The Company did not record a provision or benefit for federal, state or foreign income taxes for the three months ended March 31, 2014 or 2013 because the Company has experienced losses on a tax basis since inception. Because of the limited operating history, continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the value of its gross deferred tax asset. | |
The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. | |
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||
7. 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 and convertible debt. Since there is a net loss attributable to common stockholders for the three months ended March 31, 2014 and 2013, the inclusion of common stock equivalents in the computation for those periods would be antidilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented. | |||||||||||
The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: | |||||||||||
Three Months Ended March 31, | Cumulative | ||||||||||
Development-Stage | |||||||||||
Period from November | |||||||||||
7, 2002 (inception) | |||||||||||
through March 31, | |||||||||||
2014 | 2013 | 2014 | |||||||||
Warrants | 39,282,459 | 36,782,459 | 39,282,459 | ||||||||
Stock options | 12,079,585 | 6,291,638 | 12,079,585 | ||||||||
Convertible debt | 8,000,000 | — | 8,000,000 | ||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
8. COMMITMENTS AND CONTINGENCIES | |
Litigation | |
The Company is party to the following legal matter. | |
BAM Dispute | |
From its inception through 2010, Novelos was primarily engaged in the development of certain oxidized glutathione-based compounds for application as therapies for disease, particularly cancer. These compounds were originally developed in Russia and in June 2000, Novelos acquired commercial rights from the Russian company (“ZAO BAM”) which owned the compounds and related Russian patents. In April 2005, Novelos acquired worldwide rights to the compounds (except for the Russian Federation) in connection with undertaking extensive development activities in an attempt to secure US Food and Drug Administration (“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, Novelos filed a motion for judgment on the pleadings as to the declaratory judgment count and all counts of ZAO BAM’s amended counterclaims. On October 17, 2011, the court ruled in favor of Novelos on each of the declaratory judgment claims and dismissed all counts of ZAO BAM’s counterclaim. Judgment in favor of Novelos was entered on October 20, 2011. On November 14, 2011 ZAO BAM filed a notice of appeal. On November 1, 2013, ZAO BAM’s appeal was docketed with the Massachusetts Appeals Court. BAM’s appellate brief, the Company’s opposition and BAM’s reply brief have been filed with the Appeals Court but oral arguments have not yet been scheduled. On April 14, 2014, BAM filed a motion to modify the record on appeal. The Company has opposed the motion. | |
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. | |
RESTRUCTURING_COSTS
RESTRUCTURING COSTS | 3 Months Ended |
Mar. 31, 2014 | |
Restructuring and Related Activities [Abstract] | ' |
Restructuring and Related Activities Disclosure [Text Block] | ' |
9. RESTRUCTURING COSTS | |
During 2013 the Company had several changes to its board composition and executive management, including the relocation of the Company’s principal executive offices from Newton, Massachusetts to its corporate headquarters in Madison, Wisconsin. During the three months ended March 31, 2014, the company incurred $16,882 of costs associated with the closure of the executive offices in Newton, Massachusetts and accruals related to severance agreements. This amount has been classified as restructuring costs on the accompanying statement of operations. | |
In connection with the relocation, the responsibilities of Joanne Protano, Vice President of Finance, Chief Financial Officer and Treasurer, will be transitioned to Madison, Wisconsin and her employment will cease prior to June 30, 2014. In connection with her separation Ms. Protano will receive a lump-sum payment of $112,379, equal to six months base salary, and continuation of benefits for six months following termination. In addition, 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. | |
The Company estimates that approximately an additional $200,000 in cash payments will be incurred for exit costs, consisting principally of severance in the second quarter 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 cannot be estimated at this time. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
10. RELATED PARTY TRANSACTIONS | |
Jamey Weichert, the Company’s Chief Scientific Officer and principal founder of Cellectar, and a director and shareholder of the Company, is a faculty member at the University of Wisconsin-Madison (“UW”). During the three months ended March 31, 2014, the Company paid UW $262,070 for costs associated with clinical trial agreements. During the three months ended March 31, 2013, the Company made contributions to UW totaling $62,500 for use towards unrestricted research activities. | |
NATURE_OF_BUSINESS_ORGANIZATIO1
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash — The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at March 31, 2014 and December 31, 2013 consists of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. | |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' |
Goodwill — Intangible assets at March 31, 2014 consist of goodwill recorded in connection with the business combination with Cellectar, Inc., a privately held Wisconsin corporation that designed and developed products to detect, treat and monitor a wide variety of human cancers (the Acquisition). Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. There were no changes in goodwill during the three months ended March 31, 2014. | |
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. | |
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, convertible debt and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value due to their short-term nature. The fair value of convertible debt is equal to the fair value of the underlying common stock, approximately $3,120,000 at March 31, 2014. The carrying value of remaining long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market interest rates available on similar instruments. | |
Derivatives, Policy [Policy Text Block] | ' |
Derivative Instruments — The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants are subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 11,027,310 and 16,527,310 at March 31, 2014 and December 31, 2013, 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 March 31, 2014 and December 31, 2013, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
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 March 31, 2014 and December 31, 2013: | ||||||||||||||
March 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 4,308 | $ | — | $ | 4,308 | ||||||
February 2013 Public Offering Warrants | — | — | 3,410,000 | 3,410,000 | ||||||||||
Total | $ | — | $ | 4,308 | $ | 3,410,000 | $ | 3,414,308 | ||||||
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 | ||||||
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. | ||||||||||||||
Three | Year Ended | |||||||||||||
Months Ended | December 31, | |||||||||||||
March 31, | 2013 | |||||||||||||
2014 | ||||||||||||||
Beginning balance - fair value | $ | 3,355,000 | $ | — | ||||||||||
Fair value of warrants issued in connection with February 2013 public offering | — | 5,720,000 | ||||||||||||
(Gain)/loss on derivatives resulting from change in fair value | 55,000 | -2,365,000 | ||||||||||||
Ending balance - fair value | $ | 3,410,000 | $ | 3,355,000 | ||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
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 March 31, 2014. | ||||||||||
Offering | Number of Shares | Exercise | Expiration Date | |||||||
Issuable Upon | Price | |||||||||
Exercise of | ||||||||||
Outstanding | ||||||||||
Warrants | ||||||||||
February 2014 Private Placement (1) | 8,000,000 | $ | 1 | 6-Feb-19 | ||||||
February 2013 Public Offering (2) | 11,000,000 | 0.5 | 20-Feb-18 | |||||||
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 (2) | 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 | 39,282,459 | |||||||||
-1 | Warrants issued in connection with the sale of convertible debentures. As described in Note 3, the warrants are only exercisable following conversion of the associated debentures. | |||||||||
-2 | The exercise prices of these warrants are subject to adjustment for “down-rounds” and the warrants have been accounted for as a derivative instrument as described in Note 2. | |||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
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: | ||||||||||||||
Three Months Ended | Cumulative | |||||||||||||
March 31, | Development- | |||||||||||||
Stage Period | ||||||||||||||
from November | ||||||||||||||
7, 2002 through | ||||||||||||||
March 31, | ||||||||||||||
2014 | 2013 | 2014 | ||||||||||||
Employee and director stock option grants: | ||||||||||||||
Research and development | $ | 63,427 | $ | 105,838 | $ | 1,226,700 | ||||||||
General and administrative | 184,385 | 312,039 | 4,572,794 | |||||||||||
Restructuring costs | — | — | 705,518 | |||||||||||
247,812 | 417,877 | 6,505,012 | ||||||||||||
Non-employee consultant stock option grants: | ||||||||||||||
Research and development | 14,714 | 1,011 | 152,266 | |||||||||||
General and administrative | — | 7,010 | 286,651 | |||||||||||
14,714 | 8,021 | 438,917 | ||||||||||||
Total stock-based compensation | $ | 262,526 | $ | 425,898 | $ | 6,943,929 | ||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||||||||
The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, 2013 | ||||||||||||||
Volatility | 109 | % | ||||||||||||
Risk-free interest rate | 0.92 | % | ||||||||||||
Expected life (years) | 6 | |||||||||||||
Dividend | 0 | % | ||||||||||||
Weighted-average exercise price | $ | 0.74 | ||||||||||||
Weighted-average grant-date fair value | $ | 0.61 | ||||||||||||
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 December 31, 2013 | 12,693,166 | $ | 0.91 | |||||||||||
Granted | — | $ | — | |||||||||||
Canceled | -324,108 | $ | 1.29 | |||||||||||
Forfeited | -289,473 | $ | 0.75 | |||||||||||
Outstanding at March 31, 2014 | 12,079,585 | $ | 0.9 | |||||||||||
Vested, March 31, 2014 | 4,926,341 | $ | 1.51 | 4.5 | $ | 1,671 | ||||||||
Unvested, March 31, 2014 | 7,153,244 | $ | 0.48 | 9.42 | $ | 218,729 | ||||||||
Exercisable at March 31, 2014 | 4,926,341 | $ | 1.51 | 4.5 | $ | 1,671 | ||||||||
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||
The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: | |||||||||||
Three Months Ended March 31, | Cumulative | ||||||||||
Development-Stage | |||||||||||
Period from November | |||||||||||
7, 2002 (inception) | |||||||||||
through March 31, | |||||||||||
2014 | 2013 | 2014 | |||||||||
Warrants | 39,282,459 | 36,782,459 | 39,282,459 | ||||||||
Stock options | 12,079,585 | 6,291,638 | 12,079,585 | ||||||||
Convertible debt | 8,000,000 | — | 8,000,000 | ||||||||
NATURE_OF_BUSINESS_ORGANIZATIO2
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | 137 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Deficit accumulated during the development stage | $54,002,981 | ' | $54,002,981 | $51,059,568 |
Net Income (Loss) Attributable to Parent, Total | -2,943,413 | -3,453,879 | -54,002,981 | ' |
Certificates of Deposit, at Carrying Value | 55,000 | ' | 55,000 | 55,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 11,027,310 | ' | 11,027,310 | 16,527,310 |
Convertible Debt, Fair Value Disclosures | $3,120,000 | ' | $3,120,000 | ' |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Liabilities: | ' | ' |
Warrants | $3,414,308 | $3,359,363 |
February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,410,000 | 3,355,000 |
Legacy Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 4,308 | 4,363 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Legacy Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 4,308 | 4,363 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Legacy Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 4,308 | 4,363 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,410,000 | 3,355,000 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | 3,410,000 | 3,355,000 |
Fair Value, Inputs, Level 3 [Member] | Legacy Warrants [Member] | ' | ' |
Liabilities: | ' | ' |
Warrants | $0 | $0 |
FAIR_VALUE_Details_1
FAIR VALUE (Details 1) (USD $) | 3 Months Ended | 137 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' |
Beginning balance - fair value | ' | ' | ' | $3,355,000 | $0 |
Fair value of warrants issued in connection with February 2013 public offering | 0 | 5,720,000 | 5,720,000 | 0 | 5,720,000 |
(Gain)/loss on derivatives resulting from change in fair value | -54,945 | 6,043 | 2,272,984 | 55,000 | -2,365,000 |
Ending balance - fair value | ' | ' | ' | $3,410,000 | $3,355,000 |
FAIR_VALUE_Details_Textual
FAIR VALUE (Details Textual) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2014 | Feb. 20, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | Maximum [Member] | Minimum [Member] | Legacy Warrants | |||
February 2013 Public Offering Warrants [Member] | February 2013 Public Offering Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | 2.63% | ' | ' | ' | 1.27% | 0.07% | ' |
Fair Value Assumptions, Expected Volatility Rate | 115.00% | ' | ' | ' | 115.00% | 75.00% | ' |
Fair Value Assumptions, Expected Term | '3 years 10 months 20 days | ' | ' | ' | '4 years 1 month 20 days | '1 month 20 days | ' |
Warrants Issued To Purchase Common Stock | ' | 5,500,000 | 11,000,000 | 16,500,000 | ' | ' | 27,310 |
CONVERTIBLE_DEBT_Details_Textu
CONVERTIBLE DEBT (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | |
Feb. 05, 2014 | Mar. 31, 2014 | Feb. 20, 2014 | |
Debt Conversion [Line Items] | ' | ' | ' |
Convertible Debt | $4,000,000 | ' | ' |
Convertible Debentures And Warrants To Purchase Common Stock | 8,000,000 | ' | ' |
Payment For Convertible Debentures | 4,000,000 | ' | ' |
Securities Purchase Agreement, Initiation Date | 5-Feb-14 | ' | ' |
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 | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ' | ' |
Payment On Default On Borrowings | 100,000 | ' | ' |
Warrant Exercise Price | $1 | ' | $0.50 |
Warrants Expiration Date | 6-Feb-19 | ' | ' |
Default Value Of Borrowings | 150,000 | ' | ' |
Relative Fair Value Of Warrants | ' | 254,024 | ' |
Debt Conversion, Converted Instrument, Amount | ' | 3,745,976 | ' |
Debt Discount Accreted As Interest Expense | ' | 254,024 | ' |
Accretion Of Debt Discount | ' | 19,052 | ' |
Deposit Liabilities, Accrued Interest | ' | 48,000 | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | 2.63% | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | 115.00% | ' |
Fair Value Assumptions, Expected Term | ' | '3 years 10 months 20 days | ' |
February 2014 PIPE Warrants [Member] | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | 1.52% | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | 110.00% | ' |
Fair Value Assumptions, Expected Dividend Rate | ' | 0.00% | ' |
Fair Value Assumptions, Expected Term | ' | '5 years | ' |
Subsequent Event [Member] | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' |
Gross Proceeds From Sale Of Securities | $8,000,000 | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) | 0 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||
Feb. 05, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | ||||
Warrant One [Member] | Warrant Two [Member] | Warrant Three [Member] | Warrant Three [Member] | Warrant Three [Member] | February 2014 Private Placement [Member] | February 2013 Public Offering [Member] | February 2013 Public Offering - Placement Agents [Member] | November 2012 Private Placement [Member] | June 2012 Public Offering [Member] | December 2011 Underwritten Offering [Member] | April 2011 Private Placement [Member] | ||||||
Minimum [Member] | Maximum [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | ' | 39,282,459 | 27,310 | [1] | 105,040 | 91,524 | ' | ' | 8,000,000 | [2] | 11,000,000 | [1] | 770,000 | 1,000,000 | 2,981,440 | 9,248,334 | 6,058,811 |
Warrants Exercise Price (in dollars per share) | ' | ' | 0.5 | [1] | 16.065 | ' | 99.45 | 100.98 | 1 | [2] | 0.5 | [1] | 0.625 | 1.25 | 1.25 | 0.6 | 0.75 |
Warrants Expiration Date | 6-Feb-19 | ' | 27-Jul-15 | [1] | 27-Jul-15 | 31-Dec-15 | ' | ' | 6-Feb-19 | [2] | 20-Feb-18 | [1] | 4-Feb-18 | 2-Nov-17 | 13-Jun-17 | 6-Dec-16 | 31-Mar-16 |
[1] | The exercise prices of these warrants are subject to adjustment for bdown-roundsb and the warrants have been accounted for as a derivative instrument as described in Note 2. | ||||||||||||||||
[2] | Warrants issued in connection with the sale of convertible debentures. As described in Note 3, the warrants are only exercisable following conversion of the associated debentures. |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | Feb. 20, 2014 |
Class of Warrant or Right [Line Items] | ' |
Warrants Issued To Purchase Common Stock | 5,500,000 |
Warrants Exercise Price | $0.50 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 137 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ' | ' | ' |
Total stock-based compensation | $262,526 | $425,898 | $6,943,929 |
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 | 247,812 | 417,877 | 6,505,012 |
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 | 63,427 | 105,838 | 1,226,700 |
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 | 184,385 | 312,039 | 4,572,794 |
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 | 0 | 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 | 14,714 | 8,021 | 438,917 |
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 | 14,714 | 1,011 | 152,266 |
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 | $0 | $7,010 | $286,651 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2013 | |
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ' |
Volatility | 109.00% |
Risk-free interest rate | 0.92% |
Expected life (years) | '6 years |
Dividend | 0.00% |
Weighted-average exercise price | $0.74 |
Weighted-average grant-date fair value | $0.61 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation, Stock Options, Activity [Line Items] | ' |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 12,693,166 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 0 |
Canceled - Number of Shares Issuable Upon Exercise of Outstanding Options | -324,108 |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | -289,473 |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 12,079,585 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,926,341 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 7,153,244 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,926,341 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $0.91 |
Granted - Weighted Average Exercise Price (in dollars per share) | $0 |
Canceled - Weighted Average Exercise Price (in dollars per share) | $1.29 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $0.75 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $0.90 |
Vested - Weighted Average Exercise Price (in dollars per share) | $1.51 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $0.48 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $1.51 |
Vested - Weighted Average Remaining Contracted Term in Years | '4 years 6 months |
Unvested - Weighted Average Remaining Contracted Term in Years | '9 years 5 months 1 day |
Exercisable - Weighted Average Remaining Contracted Term in Years | '4 years 6 months |
Vested - Aggregate Intrinsic Value (in dollars) | $1,671 |
Unvested - Aggregate Intrinsic Value (in dollars) | 218,729 |
Exercisable - Aggregate Intrinsic Value (in dollars) | $1,671 |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||
Feb. 20, 2014 | Oct. 31, 2013 | Mar. 31, 2014 | Feb. 05, 2014 | Oct. 31, 2013 | Mar. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2013 | |
Performance Based [Member] | Employee [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, Gross | ' | ' | 1,636,100 | ' | 5,285,573 | ' | 1,925,573 | ' |
Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | ' | ' | $1.51 | ' | ' | ' | $0.75 | ' |
Warrants To Purchase Common Stock | 5,500,000 | 36,585,895 | ' | ' | ' | ' | ' | ' |
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 Options Unvested Compensation Cost | ' | ' | $1,592,057 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | ' | ' | 525,652 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | ' | ' | 541,791 | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | ' | ' | 352,251 | ' | ' | ' | ' | ' |
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) | ' | ' | $0.85 | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | ' | ' | $0.32 | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | ' | ' | 5,517,144 | ' | ' | ' | ' | ' |
Estimated Stock Based Compensation Expense Up On Vesting Of Options | ' | ' | $418,187 | ' | ' | ' | ' | ' |
Anti-Dilution Option Reduced By Expiration Of Warrants | 289,473 | ' | ' | ' | ' | ' | ' | ' |
Warrant Exercise Price | $0.50 | ' | ' | $1 | ' | ' | ' | ' |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 3 Months Ended | 137 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Convertible Debt [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,000,000 | 0 | 8,000,000 |
Warrant [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,282,459 | 36,782,459 | 39,282,459 |
Equity Option [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,079,585 | 6,291,638 | 12,079,585 |
RESTRUCTURING_COSTS_Details_Te
RESTRUCTURING COSTS (Details Textual) (USD $) | 3 Months Ended | 137 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Payment Of Lump Sum Amount Related To Employment Agreement | $112,379 | ' | ' |
Restructuring Charges, Total | 200,000 | ' | ' |
Restructuring Costs, Total | $16,882 | $0 | $1,113,756 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (University Of Wisconsin Madison [Member], USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
University Of Wisconsin Madison [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | $62,500 |
Payment Towards Clinical Trial Agreements | $262,070 | ' |