Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document Information [Line Items] | ||
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1279704 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 7,562,762 | |
Document Type | 10-Q | |
Amendment Flag | TRUE | |
Document Period End Date | 30-Sep-14 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2014 | |
Amendment Description | Cellectar Biosciences, Inc. (the “Company”) is filing this amended Form 10-Q/A (“Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2014 (the “Original Filing”), to restate our condensed consolidated financial statements and related footnote disclosures for the three months and nine months ended September 30, 2014. This Form 10-Q/A also amends certain other Items in the Original Filing, as listed in “Items Amended in this Form 10-Q/A” below Restatement Background On May 14, 2015, the Audit Committee of our Board of Directors (the “Audit Committee”), after discussion with management, determined that the following financial statements previously filed with the SEC should no longer be relied upon: (1) the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, and; (2) the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Affected Periods”). Similarly, the related press releases, Report of Independent Registered Public Accounting Firm on the consolidated financial statements as of and for the year ended December 31, 2014 and the stockholder communications describing the portion of our financial statements for the Affected Periods should no longer be relied upon. As discussed in further detail below and in Note 1A to the accompanying condensed consolidated financial statements, the restatement is the result of a misapplication in the guidance on accounting for warrants. We evaluated the impact of this misapplication on the financial statements listed above and concluded that the impact was material to those financial statements. Consequently, we have restated the prior period financial statements identified above. All amounts in this Quarterly Report affected by the restatement adjustments reflect such amounts as restated. Based on Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), warrant instruments that could potentially require net cash settlement in the absence of express language precluding such settlement and those which include “down-round provisions” should be initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. On August 20, 2014, in addition to other securities, we issued 3,833,333 warrants to purchase shares of our common stock at an exercise price of $4.68 per share as part of an underwritten offering. In connection with the election to participate in that offering by the holders of debentures representing $4,000,000 principal amount and related accrued interest of $172,435, we issued an additional 1,109,690 warrants (for further discussion of this underwritten offering, please refer to Note 4 – “Stockholders’ Equity”). These warrants contain a cash settlement feature applicable in circumstances where there is no current prospectus to support the issuance of registered common stock and a warrant holder wishing to exercise the warrant requests gross settlement rather than the net settlement via cashless exercise provided for in the warrant agreement. The Audit Committee, together with management, determined that the financial statements in the Affected Periods should be restated to reflect the warrants issued in August 2014 as a derivative liability, with subsequent changes in their estimated fair value recorded as non-cash income or expense in each Affected Period. These restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2014 based on the framework in “Internal Control-Integrated Framework (1992 framework)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that the Company’s disclosure controls and procedures and internal controls over financial reporting were not effective as of September 30, 2014, solely due to a material weakness in internal control over financial reporting related to the accounting for equity instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A. Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-Q/A speaks only as of the date the Original Filing was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings. Restatement of Other Financial Statements In addition to this Form 10-Q/A, we are concurrently filing an amendment to our Annual Report on Form 10-K/A for the year ended December 31, 2014 (the “Form 10-K/A”). We are filing the Form 10-K/A to restate our consolidated financial statements and related financial information for the year ended December 31, 2014 and to amend certain other Items within those reports. |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $11,576,005 | $2,418,384 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 290,352 | 294,687 |
Total current assets | 11,921,357 | 2,768,071 |
FIXED ASSETS, NET | 2,111,280 | 2,360,534 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 15,719,971 | 6,815,939 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 103,325 | 0 |
Accounts payable and accrued liabilities | 1,139,503 | 1,162,098 |
Derivative liability | 4,093,095 | 3,359,363 |
Capital lease obligations | 2,122 | 1,694 |
Total current liabilities | 5,338,045 | 4,523,155 |
LONG-TERM LIABILITIES: | ||
Notes payable, less current maturities | 346,675 | 450,000 |
Deferred rent | 147,234 | 143,234 |
Capital lease obligation, less current portion | 11,184 | 0 |
Total long-term liabilities | 505,093 | 593,234 |
TOTAL LIABILITIES | 5,843,138 | 5,116,389 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of September 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.00001 par value; 20,000,000 shares authorized; 7,562,762 and 2,869,739 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 76 | 29 |
Additional paid-in capital | 65,641,552 | 52,759,089 |
Deficit accumulated | -55,764,795 | -51,059,568 |
Total stockholders' equity | 9,876,833 | 1,699,550 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $15,719,971 | $6,815,939 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 30, 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 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,562,762 | 2,869,739 |
Common stock, shares outstanding | 7,562,762 | 2,869,739 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
COSTS AND EXPENSES: | ||||
Research and development | $1,470,297 | $2,066,827 | $4,566,403 | $5,306,277 |
General and administrative | 802,794 | 843,622 | 2,849,714 | 3,039,074 |
Restructuring costs | 0 | 0 | 221,815 | 0 |
Total costs and expenses | 2,273,091 | 2,910,449 | 7,637,932 | 8,345,351 |
LOSS FROM OPERATIONS | -2,273,091 | -2,910,449 | -7,637,932 | -8,345,351 |
OTHER INCOME (EXPENSE): | ||||
Gain on revaluation of derivative warrants | 2,850,171 | 1,597,372 | 3,368,977 | 2,263,756 |
Loss on issuance of derivative warrants | 0 | 0 | 0 | -744,957 |
Interest expense, net | -253,058 | -2,241 | -436,272 | -7,107 |
Total other income (expense), net | 2,597,113 | 1,595,131 | 2,932,705 | 1,511,692 |
NET INCOME (LOSS) | $324,022 | ($1,315,318) | ($4,705,227) | ($6,833,659) |
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE (in dollars per share) | $0.06 | ($0.46) | ($1.31) | ($2.47) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER COMMON SHARE (in shares) | 5,012,206 | 2,869,739 | 3,591,742 | 2,769,167 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($4,705,227) | ($6,833,659) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 277,688 | 325,660 |
Stock-based compensation expense | 682,775 | 1,101,465 |
Non-cash interest expense related to convertible debt | 426,458 | 0 |
Loss on disposal of fixed assets | 2,269 | 4,513 |
Gain on revaluation of derivative warrants | -3,368,977 | -2,263,756 |
Loss on issuance of derivative warrants | 0 | 744,957 |
Changes in: | ||
Accounts payable and accrued liabilities | -22,594 | 440,323 |
Prepaid expenses and other current assets | 4,335 | -1,959 |
Other assets and liabilities | 4,000 | 6,450 |
Cash used in operating activities | -6,699,273 | -6,476,006 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | -17,397 | -134,956 |
Change in restricted cash | 0 | 2,000,000 |
Cash (used in) provided by investing activities | -17,397 | 1,865,044 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 4,000,000 | 0 |
Proceeds from issuance of notes payable | 617,500 | 0 |
Payment of notes payable | -617,500 | 0 |
Payments on capital lease obligations | -1,694 | -1,782 |
Reverse stock split fractional shares | -1,158 | 0 |
Proceeds from issuance of common stock, net of underwriting issuance costs | 12,395,965 | 4,975,153 |
Cash paid for issuance costs | -518,822 | 0 |
Change in deferred issuance costs | 0 | 70,539 |
Cash provided by financing activities | 15,874,291 | 5,043,910 |
INCREASE IN CASH AND EQUIVALENTS | 9,157,621 | 432,948 |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 2,418,384 | 4,677,545 |
CASH AND EQUIVALENTS AT END OF PERIOD | 11,576,005 | 5,110,493 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Exchange of debentures and accrued interest for common stock | 4,172,444 | 0 |
Fair value of warrants classified as derivative liability | 4,102,709 | 5,720,000 |
Relative fair value of warrants issued with debentures | $254,024 | $0 |
RESTATEMENT_OF_PREVIOUSLY_ISSU
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Changes and Error Corrections [Abstract] | |||||||||||||
Accounting Changes and Error Corrections [Text Block] | 1A. RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||||||||||||
Overview | |||||||||||||
On August 20, 2014, Cellectar Biosciences, Inc. (the “Company”) completed an underwritten public offering of 3,583,333 shares of its common stock and warrants to purchase 3,833,333 shares of its common stock at an exercise price of $4.68 per share, expiring on August 20, 2019 (the “August 2014 Underwritten Offering”). In conjunction with the August 2014 Underwritten Offering, all of the holders of the debentures issued in February 2013 elected to participate in the offering of common stock and warrants at the combined offering price of $3.76 per share. As a result, $4,000,000 principal amount of debentures and accrued interest of $172,435 was extinguished in exchange for 1,109,690 shares of the Company’s common stock and warrants to purchase 1,109,690 shares of common stock at $4.68 per share (the “August 2014 Debenture Tender and Exchange”). See Note 4 for further discussion of the August 2014 Underwritten Offering and the August 2014 Debenture Tender and Exchange (together the “August 2014 Offering”). | |||||||||||||
On May 14, 2015, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), in consultation with management, determined that due to a misapplication of the guidance on accounting for certain of its warrants issued in the August 2014 Offering, the Company’s previously issued financial statements for the periods ended September 30, 2014 and December 31, 2014 (the “Affected Periods”) should no longer be relied upon. As a result, the Company has restated the financial statements for the Affected Periods.These restatements result in non-cash, non-operating financial statement corrections and have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. | |||||||||||||
The warrants issued in the August 2014 Offering (the “August 2014 Warrants”) contain a cash settlement feature applicable in circumstances where there is no current prospectus to support the issuance of registered common stock, and a warrant holder wishing to exercise the warrant, requests gross settlement rather than the net settlement via cashless exercise provided in the warrant. Based on Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), warrant instruments that could potentially require net cash settlement in the absence of express language precluding such settlement and those which include “down-round provisions” should be initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. | |||||||||||||
Of the August 2014 Warrants, 4,943,023 contain the cash settlement feature. Previously classified as equity, these warrants have been reclassified as a derivative liability in the restated information. These warrants are listed on the NASDAQ Capital Market under the symbol CLRBW; therefore, the Company has established their fair value based upon the market value (see Note 2). The impact of the restatement on the condensed consolidated balance sheet, statement of operations and cash flows, as of September 30, 2014, and for the three months and nine months ended September 30, 2014, is presented below. | |||||||||||||
As of September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Balance Sheet Data: | |||||||||||||
Derivative liability | $ | 820,124 | $ | 3,272,971 | $ | 4,093,095 | |||||||
Total current liabilities | 2,065,074 | 3,272,971 | 5,338,045 | ||||||||||
Total liabilities | 2,570,167 | 3,272,971 | 5,843,138 | ||||||||||
Additional paid-in capital | 69,744,261 | (4,102,709 | ) | 65,641,552 | |||||||||
Accumulated deficit | (56,594,533 | ) | 829,738 | (55,764,795 | ) | ||||||||
Total stockholders’ equity | 13,149,804 | (3,272,971 | ) | 9,876,833 | |||||||||
Three Months Ended September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Statement of Operations Data: | |||||||||||||
Gain on revaluation of derivative warrants | $ | 2,020,433 | $ | 829,738 | $ | 2,850,171 | |||||||
Total other income, net | 1,767,375 | 829,738 | 2,597,113 | ||||||||||
Net income (loss) | (505,716 | ) | 829,738 | 324,022 | |||||||||
Basic and diluted net income (loss) per common share | (0.10 | ) | 0.17 | 0.06 | |||||||||
Nine Months Ended September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Statement of Operations Data: | |||||||||||||
Gain on revaluation of derivative warrants | $ | 2,539,239 | $ | 829,738 | $ | 3,368,977 | |||||||
Total other income, net | 2,102,967 | 829,738 | 2,932,705 | ||||||||||
Net income (loss) | (5,534,965 | ) | 829,738 | (4,705,227 | ) | ||||||||
Basic and diluted net income (loss) per common share | (1.54 | ) | 0.23 | (1.31 | ) | ||||||||
Nine Months Ended September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Statement of Cash Flows Data: | |||||||||||||
Net loss | (5,534,965 | ) | 829,738 | (4,705,227 | ) | ||||||||
Gain on revaluation of derivative warrants | (2,539,239 | ) | (829,738 | ) | (3,368,977 | ) | |||||||
NATURE_OF_BUSINESS_ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 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 |
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 “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 devoted substantially all of its efforts toward research and development and has, during the nine months ended September 30, 2014, generated a net loss of approximately $4,705,000. The Company expects that it will continue to generate operating losses for the foreseeable future. See Note 4 below for further information regarding the Company’s recent fund raising activities. The Company’s ability to execute its operating plan 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 condensed consolidated balance sheet as of December 31, 2013 has been derived from audited financial statements. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2014, the condensed consolidated statements of operations for the three months and nine months ended September 30, 2014 and 2013, the condensed consolidated statements of cash flows for the nine months ended September 30, 2014 and 2013 and the related interim information contained within the notes to the condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions, 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. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position at September 30, 2014 and consolidated results of its operations for the three months and nine months ended September 30, 2014 and 2013, and its cash flows for the nine months ended September 30, 2014 and 2013. The results for the nine months ended September 30, 2014 are not necessarily indicative of future results. | |
These unaudited condensed 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 significant 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 September 30, 2014 and December 31, 2013 consisted of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. | |
Goodwill — At September 30, 2014 and December 31, 2013, the balance of goodwill resulted from 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. No such event or change in circumstances occurred; therefore no changes in goodwill were made during the nine months ended September 30, 2014. | |
Impairment of Long-Lived Assets — Long-lived assets other than goodwill consist primarily 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. No such event or change in circumstances occurred; therefore no such impairment occurred during the nine months ended September 30, 2014. | |
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 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 a certain type of cash settlement feature, contain “down-round” provisions whereby the number of shares for which the warrants are exercisable, and/or the exercise price of the warrants is 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 5,494,388 and 826,365 at September 30, 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 September 30, 2014 and December 31, 2013, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |
Development Stage Entity — In June 2014, the FASB published an Accounting Standards Update 2014-10 (ASU 2014-10) that removed the development stage entity guidance under ASC 915 Development Stage Entities, thereby removing the financial reporting distinction between development stage entities and other reporting entities. | |
In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
Presentation and disclosure requirements under ASC 915 are no longer required for the first annual period beginning after December 15, 2014, including interim periods therein. Earlier adoption of the new guidance for ASC 915 is permitted for any annual or interim period for which financial statements have not yet been issued for public business entities. Accordingly, the Company elected to adopt these changes effective with the filing of its second quarter Form 10-Q on August 4, 2014. | |
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. | |
ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. | |
FAIR_VALUE
FAIR VALUE | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value Disclosures [Text Block] | 2. FAIR VALUE | |||||||||||||
In accordance with the 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 1,365 shares of common stock prior to the Acquisition (“Legacy Warrants”) that are classified within the Level 2 hierarchy. Additionally, the Company issued warrants to purchase an aggregate of 825,000 common shares in a February 2013 public offering (“February 2013 Public Offering Warrants”). On February 20, 2014, warrants to purchase 275,000 shares of common stock issued in the February 2013 offering expired. The remaining 550,000 warrants are classified within the Level 3 hierarchy. The 4,943,023 August 2014 Warrants are listed on the NASDAQ Capital Market under the symbol “CLRBW”, however, there are certain periods where trading volume is low; therefore, they are classified within the Level 2 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 September 30, 2014 and December 31, 2013: | ||||||||||||||
September 30, 2014 (Restated) | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 624 | $ | — | $ | 624 | ||||||
February 2013 Public Offering Warrants | — | — | 819,500 | 819,500 | ||||||||||
August 2014 Warrants | — | 3,272,971 | — | 3,272,971 | ||||||||||
Total | $ | — | $ | 3,273,595 | $ | 819,500 | $ | 4,093,095 | ||||||
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 7). | ||||||||||||||
In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments as of September 30, 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 1.07% (compared with risk-free interest rate of 0.92% as of December 31, 2013), volatility of 110% (compared with 109% as of December 31, 2013), remaining contractual term of 3.64 years (4.14 years as of December 31, 2013), 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. | ||||||||||||||
September 30, | 31-Dec-13 | |||||||||||||
2014 | ||||||||||||||
Beginning balance – Fair value | $ | 3,355,000 | $ | — | ||||||||||
Fair value of warrants issued in connection with February 2013 public offering | — | 5,720,000 | ||||||||||||
Gain on derivatives resulting from change in fair value | -2,535,500 | -2,365,000 | ||||||||||||
Ending balance – Fair value | $ | 819,500 | $ | 3,355,000 | ||||||||||
To estimate the fair value of the August 2014 Warrants, the Company calculated the weighted average closing price for the trailing 10 trading day period that ended on the balance sheet date. | ||||||||||||||
CONVERTIBLE_DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 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 400,000 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”). The debentures accrued interest at an annual rate of 8%, payable upon redemption or conversion, in cash or shares of the Company’s common stock. | |
The agreement provided that 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 could 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. The agreement further provided that if, within 21 months after the issuance of the debentures, the Company raised gross proceeds of at least $8,000,000, in the aggregate, in one or more subsequent financings (the “Minimum Proceeds”), the Company could, by notice given within three trading days after the receipt of the Minimum Proceeds, compel holders to convert (at a conversion price of $10.00 per share) all or part of the then outstanding principal amount of the debentures and accrued but unpaid interest and other amounts. | |
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 $254,000 was included as a component of stockholders’ equity. In order to estimate the value of the these warrants the Company used a probability weighted valuation model together with assumptions that considered, among other variables, the fair value of the underlying stock, a risk-free interest rate of 1.52%, a 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 approximately $3,746,000, at the date of issuance, was allocated to the convertible debentures. The resulting discount on the debentures of $254,000 was fully accreted to interest expense during the nine months ended September 30, 2014 as a result of the tender of the debentures in exchange for common stock and warrants in August 2014. The Company accrued approximately $172,000 in interest expense through the date of exchange. See Note 4 for further discussion of the debenture exchange. | |
Common Stock Purchase Warrants | |
The warrants had an exercise price of $20.00 and, if unexercised, would have expired on February 6, 2019. The warrants were exercisable only following the full or partial conversion of the associated debentures, and in the event of a partial conversion the warrant would have become exercisable only for a proportionate number of the total shares subject to the warrant. In the event any debentures ceased to be outstanding prior to the associated warrants becoming exercisable, whether by reason of repayment, prepayment, redemption or otherwise, the associated warrants would automatically terminate. At the time of the exchange of common stock and warrants for the debentures as described in Note 4, the debentures ceased to be outstanding and the associated warrants were unexercised and therefore terminated. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Equity [Abstract] | ||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 4. STOCKHOLDERS’ EQUITY | |||||||||
August 2014 Underwritten Offering | ||||||||||
On August 20, 2014, the Company completed an underwritten public offering of 3,583,333 shares of its common stock and warrants to purchase 3,833,333 shares of its common stock at an exercise price of $4.68 per share, expiring on August 20, 2019 (the “August 2014 Underwritten Offering”). The offering price was $3.75 per common share and $.01 per warrant and resulted in gross proceeds of $13,475,832 and net proceeds of $11,877,143 after deducting transaction costs. The underwriter received a weighted average discount of approximately 6.4 percent on the underwritten securities. The underwriting discount, along with other legal and accounting costs associated with the offering, including those previously included as deferred issuance costs, totaling $1,598,689, was recorded as a reduction of the gross proceeds received. The underwriter also received warrants to purchase 96,988 shares of common stock at an exercise price of $4.6875 as compensation pursuant to the underwriting agreement. The fair value of the underwriter warrants was approximately $275,000 at issuance and had no impact on stockholders’ equity. The Company used the Black-Scholes option pricing model to value the warrants issued to the underwriter and applied assumptions that considered, 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 were generally consistent with those disclosed for stock-based compensation (see Note 7). | ||||||||||
The warrant exercise price for all warrants issued as part of the August 2014 Underwritten Offering and the common stock issuable pursuant to such warrants is subject to adjustment only for stock dividends, stock splits and similar capital reorganizations so that the rights of the warrant holders after such events will be equivalent to the rights of the warrant holders prior to such events. As discussed in Note 1A above, since the warrants have a certain type of cash settlement feature, the Company has determined that these warrants should be classified as a derivative liability. | ||||||||||
In conjunction with the August 2014 Underwritten Offering, the Company’s common stock and the warrants issued in the offering were listed on the NASDAQ Capital Market under the ticker symbols CLRB and CLRBW, respectively. | ||||||||||
August 2014 Debenture Tender and Exchange | ||||||||||
In conjunction with the August 2014 Underwritten Offering, all of the debenture holders elected to participate in the offering of common stock and warrants at the combined offering price of $3.76 per share. As a result, the $4,000,000 principal amount of debentures and accrued interest of $172,444 was extinguished in exchange for 1,109,690 shares of the Company’s common stock and warrants to purchase 1,109,690 shares of common stock at $4.68 per share. | ||||||||||
Common Stock Warrants | ||||||||||
The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2014. | ||||||||||
Offering | Number of Shares | Exercise | Expiration Date | |||||||
Issuable Upon | Price | |||||||||
Exercise of | ||||||||||
Outstanding | ||||||||||
Warrants | ||||||||||
August 2014 Public Offering (1) | 5,040,011 | $ | 4.68 | 20-Aug-19 | ||||||
February 2013 Public Offering (1) | 550,000 | 3.75 | 20-Feb-18 | |||||||
February 2013 Public Offering – Placement Agents | 38,496 | 12.5 | 4-Feb-18 | |||||||
November 2012 Private Placement | 50,000 | 25 | 2-Nov-17 | |||||||
June 2012 Public Offering | 149,069 | 25 | 13-Jun-17 | |||||||
December 2011 Underwritten Offering | 462,411 | 12 | 6-Dec-16 | |||||||
April 2011 Private Placement | 302,922 | 15 | 31-Mar-16 | |||||||
Legacy warrants (1) | 1,365 | 3.75 | 27-Jul-15 | |||||||
Legacy warrants | 5,252 | 321.3 | 27-Jul-15 | |||||||
Legacy warrants | 4,570 | 1,989.00 - 2019.60 | 31-Dec-15 | |||||||
Total | 6,604,096 | |||||||||
-1 | These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrant may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 96,988 warrants issued in August 2014. | |||||||||
NOTES_PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 5. NOTES PAYABLE |
The Company and a group of lenders entered into a Note Purchase and Security Agreement dated as of July 29, 2014 providing for borrowing by the Company of up to an aggregate of $1,000,000 upon the issuance of the Company’s secured promissory notes (the “Notes”) bearing interest of 8% per annum and having a stated maturity of 60 days from issuance or the earlier closing of an equity financing with gross proceeds to the Company of $1,000,000. The Company borrowed an aggregate of $617,500 at a closing on July 29, 2014. | |
Concurrently with the closing of the August 2014 Underwritten Offering, outstanding principal amount of the Notes plus accrued interest of approximately $3,000 was repaid in full. | |
The remaining notes payable balance at September 30, 2014 consists entirely of the $450,000 loan from the Wisconsin Department of Commerce dated September 15, 2010. | |
REVERSE_STOCK_SPLIT_AND_RECAPI
REVERSE STOCK SPLIT AND RECAPITALIZATION | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
REVERSE STOCK SPLIT AND RECAPITALIZATION [Text Block] | 6. REVERSE STOCK SPLIT AND RECAPITALIZATION |
At the annual meeting of stockholders held on May 22, 2014, the Company’s stockholders approved an amendment to the certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between 1:10 to 1:20 in order to satisfy requirements for the listing of the Company’s common stock on the NASDAQ Capital Market. In addition, the proposal approved by the stockholders provided that if the reverse split was effected, the number of shares of common stock that the Company is authorized to issue would be reduced from 150,000,000 to the greater of (A) 20,000,000 and (B) the number of shares equal to three (3) times the sum of the number of all shares of common stock outstanding and the number of shares of common stock issuable upon exercise or conversion of all outstanding options, warrants and convertible debt. The Company’s stockholders further authorized the board of directors to determine the ratio at which the reverse split would be effected and the corresponding reduction in authorized shares of common stock by filing an appropriate amendment to the Company’s certificate of incorporation. The board of directors authorized the ratio of the reverse split and corresponding reduction in authorized shares on June 6, 2014 and effective at the close of business on June 13, 2014, the second amended and restated certificate of incorporation was amended to effect a 1-for-20 reverse split of the Company’s common stock (the “Listing Reverse Split”) and reduce the number of authorized shares of common stock to 20,000,000 from 150,000,000. All share and per share numbers included in this Form 10-Q/A give effect to the Listing Reverse Split. | |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. STOCK-BASED COMPENSATION | |||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
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 | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Employee and director stock option grants: | ||||||||||||||
Research and development | $ | 31,441 | $ | 84,949 | $ | 142,142 | $ | 297,561 | ||||||
General and administrative | 130,700 | 206,449 | 491,665 | 782,731 | ||||||||||
Restructuring costs | — | — | 47,853 | — | ||||||||||
162,141 | 291,398 | 681,660 | 1,080,292 | |||||||||||
Non-employee consultant stock option grants: | ||||||||||||||
Research and development | -15,582 | 5,812 | 1,115 | 10,134 | ||||||||||
General and administrative | — | 464 | — | 11,039 | ||||||||||
-15,582 | 6,276 | 1,115 | 21,173 | |||||||||||
Total stock-based compensation | $ | 146,559 | $ | 297,674 | $ | 682,775 | $ | 1,101,465 | ||||||
In October 2013, the Company granted options to purchase 264,278 shares of common stock in connection with the appointment of its then Acting Chief Executive Officer, including options to purchase 96,278 shares of common stock at $15.00 per share (the “Anti-dilution Option”), exercisable as shares of the Company’s common stock are issued following the exercise of then outstanding warrants to purchase 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 275,000 shares of common stock at an exercise price of $10.00 per share expired unexercised and as a result, the number of shares subject to the Anti-dilution Option was reduced by 14,474 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 nine months ended September 30, 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: | ||||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||
Volatility | 108 | % | 109 | % | ||||||||||
Risk-free interest rate | 1.76 | % | 0.92% - 1.82 | % | ||||||||||
Expected life (years) | 6 | 6 | ||||||||||||
Dividend | 0 | % | 0 | % | ||||||||||
Weighted-average exercise price | $ | 7.4 | $ | 9.4 | ||||||||||
Weighted-average grant-date fair value | $ | 6.2 | $ | 7.8 | ||||||||||
Exercise prices for all grants made during the nine months ended September 30, 2014 and 2013 were equal to the market value of the Company’s common stock on the date of grant. | ||||||||||||||
Stock Option Activity | ||||||||||||||
A summary of stock option activity is as follows: | ||||||||||||||
Number of Shares Issuable Upon | Weighted Average Exercise Price | Weighted Average Remaining | Aggregate Intrinsic Value | |||||||||||
Exercise of Outstanding Options | Contracted Term in Years | |||||||||||||
Outstanding at December 31, 2013 | 634,658 | $ | 18.07 | |||||||||||
Granted | 20,000 | $ | 7.4 | |||||||||||
Canceled | -21,018 | $ | 19.57 | |||||||||||
Forfeited | -14,474 | $ | 15 | |||||||||||
Outstanding at September 30, 2014 | 619,166 | $ | 17.64 | |||||||||||
Vested, September 30, 2014 | 278,051 | $ | 27.98 | 4.04 | $ | — | ||||||||
Unvested, September 30, 2014 | 341,115 | $ | 9.21 | 9.02 | $ | — | ||||||||
Exercisable at September 30, 2014 | 278,051 | $ | 27.98 | 4.04 | $ | — | ||||||||
The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. | ||||||||||||||
As of September 30, 2014, there was approximately $1,849,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $1,094,000, $562,000, and $193,000 during 2014, 2015, and 2016, respectively. The Company expects 259,310 unvested options to vest in the future. In addition, there are outstanding options to purchase 81,805 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 $418,000 fair value of these awards. Recognition of the 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 September 30, 2014 was $16.23 and $5.90, respectively. | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 8. 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, (NOLs) 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 nine months ended September 30, 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_INCOME_LOSS_PER_SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Earnings Per Share [Abstract] | ||||||
Earnings Per Share [Text Block] | 9. NET INCOME (LOSS) PER SHARE | |||||
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (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. The inclusion of common stock equivalents in the computation for all periods presented 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: | ||||||
Nine Months Ended September 30, | ||||||
2014 | 2013 | |||||
Warrants | 6,604,096 | 1,839,123 | ||||
Stock options | 619,166 | 305,233 | ||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. 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 our favor 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 and the Company’s opposition 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 Appeals Court heard oral arguments on October 10, 2014 and the matter remains sub judice. | |
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 | 9 Months Ended |
Sep. 30, 2014 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 11. 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 nine months ended September 30, 2014, the Company incurred approximately $222,000 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 Acquisition, the responsibilities of the Company’s Vice President of Finance, Chief Financial Officer and Treasurer (CFO) and those of the Director of Financial Reporting were transitioned to the Company’s headquarters in Madison, Wisconsin. As a result, the Company’s relationship with both employees terminated in June 2014. These two employees received lump-sum severance payments totaling approximately $160,000, which is included in the approximately $222,000 restructuring costs presented in the accompanying Condensed Consolidated Statement of Operations. Benefits will continue for these employees for six and four months, respectively, following termination. | |
In addition, all unvested options held by the former CFO were credited with an additional six months vesting and the vested options held by this employee shall be exercisable for eighteen months following termination. All unvested options held by the former Director of Financial Reporting shall be exercisable for twelve months following termination. | |
The Company does not anticipate any further costs related to the relocation and restructuring. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 12. RELATED PARTY TRANSACTIONS |
The Company’s Chief Scientific Officer and principal founder of Cellectar, who is a director and shareholder of the Company, is a faculty member at the University of Wisconsin-Madison (“UW”). During the nine months ended September 30, 2014, the Company was invoiced $486,000 by UW, of which $469,000 has been paid, for costs associated with clinical trial agreements. During the nine months ended September 30, 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) | 9 Months Ended |
Sep. 30, 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 significant 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 September 30, 2014 and December 31, 2013 consisted 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 — At September 30, 2014 and December 31, 2013, the balance of goodwill resulted from 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. No such event or change in circumstances occurred; therefore no changes in goodwill were made during the nine months ended September 30, 2014. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets — Long-lived assets other than goodwill consist primarily 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. No such event or change in circumstances occurred; therefore no such impairment occurred during the nine months ended September 30, 2014. |
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 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 a certain type of cash settlement feature, contain “down-round” provisions whereby the number of shares for which the warrants are exercisable, and/or the exercise price of the warrants is 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 5,494,388 and 826,365 at September 30, 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 September 30, 2014 and December 31, 2013, these warrants represented the only outstanding derivative instruments issued or held by the Company. |
Development Stage Entity, Policy [Policy Text Block] | Development Stage Entity — In June 2014, the FASB published an Accounting Standards Update 2014-10 (ASU 2014-10) that removed the development stage entity guidance under ASC 915 Development Stage Entities, thereby removing the financial reporting distinction between development stage entities and other reporting entities. |
In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
Presentation and disclosure requirements under ASC 915 are no longer required for the first annual period beginning after December 15, 2014, including interim periods therein. Earlier adoption of the new guidance for ASC 915 is permitted for any annual or interim period for which financial statements have not yet been issued for public business entities. Accordingly, the Company elected to adopt these changes effective with the filing of its second quarter Form 10-Q on August 4, 2014. | |
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. | |
ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. | |
RESTATEMENT_OF_PREVIOUSLY_ISSU1
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Changes and Error Corrections [Abstract] | |||||||||||||
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The impact of the restatement on the condensed consolidated balance sheet, statement of operations and cash flows, as of September 30, 2014, and for the three months and nine months ended September 30, 2014, is presented below. | ||||||||||||
As of September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Balance Sheet Data: | |||||||||||||
Derivative liability | $ | 820,124 | $ | 3,272,971 | $ | 4,093,095 | |||||||
Total current liabilities | 2,065,074 | 3,272,971 | 5,338,045 | ||||||||||
Total liabilities | 2,570,167 | 3,272,971 | 5,843,138 | ||||||||||
Additional paid-in capital | 69,744,261 | (4,102,709 | ) | 65,641,552 | |||||||||
Accumulated deficit | (56,594,533 | ) | 829,738 | (55,764,795 | ) | ||||||||
Total stockholders’ equity | 13,149,804 | (3,272,971 | ) | 9,876,833 | |||||||||
Three Months Ended September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Statement of Operations Data: | |||||||||||||
Gain on revaluation of derivative warrants | $ | 2,020,433 | $ | 829,738 | $ | 2,850,171 | |||||||
Total other income, net | 1,767,375 | 829,738 | 2,597,113 | ||||||||||
Net income (loss) | (505,716 | ) | 829,738 | 324,022 | |||||||||
Basic and diluted net income (loss) per common share | (0.10 | ) | 0.17 | 0.06 | |||||||||
Nine Months Ended September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Statement of Operations Data: | |||||||||||||
Gain on revaluation of derivative warrants | $ | 2,539,239 | $ | 829,738 | $ | 3,368,977 | |||||||
Total other income, net | 2,102,967 | 829,738 | 2,932,705 | ||||||||||
Net income (loss) | (5,534,965 | ) | 829,738 | (4,705,227 | ) | ||||||||
Basic and diluted net income (loss) per common share | (1.54 | ) | 0.23 | (1.31 | ) | ||||||||
Nine Months Ended September 30, 2014 | |||||||||||||
As Previously | Adjustment | As Restated | |||||||||||
Reported | |||||||||||||
Consolidated Statement of Cash Flows Data: | |||||||||||||
Net loss | (5,534,965 | ) | 829,738 | (4,705,227 | ) | ||||||||
Gain on revaluation of derivative warrants | (2,539,239 | ) | (829,738 | ) | (3,368,977 | ) | |||||||
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 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 September 30, 2014 and December 31, 2013: | |||||||||||||
September 30, 2014 (Restated) | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Legacy Warrants | $ | — | $ | 624 | $ | — | $ | 624 | ||||||
February 2013 Public Offering Warrants | — | — | 819,500 | 819,500 | ||||||||||
August 2014 Warrants | — | 3,272,971 | — | 3,272,971 | ||||||||||
Total | $ | — | $ | 3,273,595 | $ | 819,500 | $ | 4,093,095 | ||||||
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. | |||||||||||||
September 30, | 31-Dec-13 | |||||||||||||
2014 | ||||||||||||||
Beginning balance – Fair value | $ | 3,355,000 | $ | — | ||||||||||
Fair value of warrants issued in connection with February 2013 public offering | — | 5,720,000 | ||||||||||||
Gain on derivatives resulting from change in fair value | -2,535,500 | -2,365,000 | ||||||||||||
Ending balance – Fair value | $ | 819,500 | $ | 3,355,000 | ||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | |||||||||
Sep. 30, 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 September 30, 2014. | |||||||||
Offering | Number of Shares | Exercise | Expiration Date | |||||||
Issuable Upon | Price | |||||||||
Exercise of | ||||||||||
Outstanding | ||||||||||
Warrants | ||||||||||
August 2014 Public Offering (1) | 5,040,011 | $ | 4.68 | 20-Aug-19 | ||||||
February 2013 Public Offering (1) | 550,000 | 3.75 | 20-Feb-18 | |||||||
February 2013 Public Offering – Placement Agents | 38,496 | 12.5 | 4-Feb-18 | |||||||
November 2012 Private Placement | 50,000 | 25 | 2-Nov-17 | |||||||
June 2012 Public Offering | 149,069 | 25 | 13-Jun-17 | |||||||
December 2011 Underwritten Offering | 462,411 | 12 | 6-Dec-16 | |||||||
April 2011 Private Placement | 302,922 | 15 | 31-Mar-16 | |||||||
Legacy warrants (1) | 1,365 | 3.75 | 27-Jul-15 | |||||||
Legacy warrants | 5,252 | 321.3 | 27-Jul-15 | |||||||
Legacy warrants | 4,570 | 1,989.00 - 2019.60 | 31-Dec-15 | |||||||
Total | 6,604,096 | |||||||||
-1 | These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrant may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 96,988 warrants issued in August 2014. | |||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 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 | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Employee and director stock option grants: | ||||||||||||||
Research and development | $ | 31,441 | $ | 84,949 | $ | 142,142 | $ | 297,561 | ||||||
General and administrative | 130,700 | 206,449 | 491,665 | 782,731 | ||||||||||
Restructuring costs | — | — | 47,853 | — | ||||||||||
162,141 | 291,398 | 681,660 | 1,080,292 | |||||||||||
Non-employee consultant stock option grants: | ||||||||||||||
Research and development | -15,582 | 5,812 | 1,115 | 10,134 | ||||||||||
General and administrative | — | 464 | — | 11,039 | ||||||||||
-15,582 | 6,276 | 1,115 | 21,173 | |||||||||||
Total stock-based compensation | $ | 146,559 | $ | 297,674 | $ | 682,775 | $ | 1,101,465 | ||||||
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: | |||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||
Volatility | 108 | % | 109 | % | ||||||||||
Risk-free interest rate | 1.76 | % | 0.92% - 1.82 | % | ||||||||||
Expected life (years) | 6 | 6 | ||||||||||||
Dividend | 0 | % | 0 | % | ||||||||||
Weighted-average exercise price | $ | 7.4 | $ | 9.4 | ||||||||||
Weighted-average grant-date fair value | $ | 6.2 | $ | 7.8 | ||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: | |||||||||||||
Number of Shares Issuable Upon | Weighted Average Exercise Price | Weighted Average Remaining | Aggregate Intrinsic Value | |||||||||||
Exercise of Outstanding Options | Contracted Term in Years | |||||||||||||
Outstanding at December 31, 2013 | 634,658 | $ | 18.07 | |||||||||||
Granted | 20,000 | $ | 7.4 | |||||||||||
Canceled | -21,018 | $ | 19.57 | |||||||||||
Forfeited | -14,474 | $ | 15 | |||||||||||
Outstanding at September 30, 2014 | 619,166 | $ | 17.64 | |||||||||||
Vested, September 30, 2014 | 278,051 | $ | 27.98 | 4.04 | $ | — | ||||||||
Unvested, September 30, 2014 | 341,115 | $ | 9.21 | 9.02 | $ | — | ||||||||
Exercisable at September 30, 2014 | 278,051 | $ | 27.98 | 4.04 | $ | — | ||||||||
NET_INCOME_LOSS_PER_SHARE_Tabl
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended | |||||
Sep. 30, 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: | |||||
Nine Months Ended September 30, | ||||||
2014 | 2013 | |||||
Warrants | 6,604,096 | 1,839,123 | ||||
Stock options | 619,166 | 305,233 | ||||
RESTATEMENT_OF_PREVIOUSLY_ISSU2
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheet Data: | ||
Derivative liability | $4,093,095 | $3,359,363 |
Total current liabilities | 5,338,045 | 4,523,155 |
Total liabilities | 5,843,138 | 5,116,389 |
Additional paid-in capital | 65,641,552 | 52,759,089 |
Accumulated deficit | -55,764,795 | -51,059,568 |
Total stockholdersb equity | 9,876,833 | 1,699,550 |
Scenario, Previously Reported [Member] | ||
Consolidated Balance Sheet Data: | ||
Derivative liability | 820,124 | |
Total current liabilities | 2,065,074 | |
Total liabilities | 2,570,167 | |
Additional paid-in capital | 69,744,261 | |
Accumulated deficit | -56,594,533 | |
Total stockholdersb equity | 13,149,804 | |
Restatement Adjustment [Member] | ||
Consolidated Balance Sheet Data: | ||
Derivative liability | 3,272,971 | |
Total current liabilities | 3,272,971 | |
Total liabilities | 3,272,971 | |
Additional paid-in capital | -4,102,709 | |
Accumulated deficit | 829,738 | |
Total stockholdersb equity | ($3,272,971) |
RESTATEMENT_OF_PREVIOUSLY_ISSU3
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consolidated Statement of Operations Data: | ||||
Gain on derivatives resulting from change in fair value | $2,850,171 | $1,597,372 | $3,368,977 | $2,263,756 |
Total other income, net | 2,597,113 | 1,595,131 | 2,932,705 | 1,511,692 |
Net Income (Loss) | 324,022 | -1,315,318 | -4,705,227 | -6,833,659 |
Earnings Per Share, Basic and Diluted, Total | $0.06 | ($0.46) | ($1.31) | ($2.47) |
Scenario, Previously Reported [Member] | ||||
Consolidated Statement of Operations Data: | ||||
Gain on derivatives resulting from change in fair value | 2,020,433 | 2,539,239 | ||
Total other income, net | 1,767,375 | 2,102,967 | ||
Net Income (Loss) | -505,716 | -5,534,965 | ||
Earnings Per Share, Basic and Diluted, Total | ($0.10) | ($1.54) | ||
Restatement Adjustment [Member] | ||||
Consolidated Statement of Operations Data: | ||||
Gain on derivatives resulting from change in fair value | 829,738 | 829,738 | ||
Total other income, net | 829,738 | 829,738 | ||
Net Income (Loss) | $829,738 | $829,738 | ||
Earnings Per Share, Basic and Diluted, Total | $0.17 | $0.23 |
RESTATEMENT_OF_PREVIOUSLY_ISSU4
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows Related Disclosures [Abstract] | ||||
Net loss | $324,022 | ($1,315,318) | ($4,705,227) | ($6,833,659) |
Gain on revaluation of derivative warrants | -2,850,171 | -1,597,372 | -3,368,977 | -2,263,756 |
Scenario, Previously Reported [Member] | ||||
Cash Flows Related Disclosures [Abstract] | ||||
Net loss | -505,716 | -5,534,965 | ||
Gain on revaluation of derivative warrants | -2,020,433 | -2,539,239 | ||
Restatement Adjustment [Member] | ||||
Cash Flows Related Disclosures [Abstract] | ||||
Net loss | 829,738 | 829,738 | ||
Gain on revaluation of derivative warrants | ($829,738) | ($829,738) |
RESTATEMENT_OF_PREVIOUSLY_ISSU5
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details Textual) (USD $) | 1 Months Ended | ||||
Aug. 20, 2014 | Feb. 20, 2014 | Feb. 05, 2014 | Sep. 30, 2014 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $10 | $20 | |||
Warrants Settleable In Cash, Cash Settlement Feature | 4,943,023 | ||||
August 2014 Debenture [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | ||||
Interest Payable | $172,444 | ||||
Debt Instrument, Face Amount | $4,000,000 | ||||
Share Price | $3.76 | ||||
Common Stock [Member] | |||||
Stock Issued During Period, Shares, New Issues | 3,583,333 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,833,333 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | ||||
Share Price | $3.75 | ||||
Common Stock [Member] | August 2014 Debenture [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,109,690 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,109,690 | ||||
August 2014 Public Offering [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | [1] | |||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrant may be exercised are subject to adjustment for bdown-roundsb and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 96,988 warrants issued in August 2014. |
NATURE_OF_BUSINESS_ORGANIZATIO2
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items] | |||||
Net Income (Loss) Attributable to Parent, Total | $324,022 | ($1,315,318) | ($4,705,227) | ($6,833,659) | |
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 | 5,494,388 | 5,494,388 | 826,365 |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Liabilities: | ||
Warrants | $4,093,095 | $3,359,363 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 819,500 | 3,355,000 |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 3,272,971 | |
Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 624 | 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] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | |
Fair Value, Inputs, Level 1 [Member] | Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrants | 3,273,595 | 4,363 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 3,272,971 | |
Fair Value, Inputs, Level 2 [Member] | Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 624 | 4,363 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Warrants | 819,500 | 3,355,000 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 819,500 | 3,355,000 |
Fair Value, Inputs, Level 3 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | |
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 | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 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 | $4,102,709 | $5,720,000 | ||
Gain on derivatives resulting from change in fair value | 2,850,171 | 1,597,372 | 3,368,977 | 2,263,756 |
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 | ||
Gain on derivatives resulting from change in fair value | -2,535,500 | -2,365,000 | ||
Ending balance - Fair value | $819,500 | $3,355,000 | $819,500 | $3,355,000 |
FAIR_VALUE_Details_Textual
FAIR VALUE (Details Textual) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | Aug. 20, 2014 | Feb. 20, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.07% | 0.92% | |||
Fair Value Assumptions, Expected Volatility Rate | 110.00% | 109.00% | |||
Fair Value Assumptions, Expected Term | 3 years 7 months 20 days | 4 years 1 month 20 days | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,604,096 | 275,000 | |||
Warrants Settleable In Cash, Cash Settlement Feature | 4,943,023 | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 550,000 | ||||
February 2013 Public Offering Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 825,000 | ||||
Maximum [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 | 1.27% | ||||
Fair Value Assumptions, Expected Volatility Rate | 115.00% | ||||
Fair Value Assumptions, Expected Term | 4 years 1 month 20 days | ||||
Minimum [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 | 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] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,365 | [1] | |||
Legacy Warrants | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,365 | ||||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrant may be exercised are subject to adjustment for bdown-roundsb and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 96,988 warrants issued in August 2014. |
CONVERTIBLE_DEBT_Details_Textu
CONVERTIBLE DEBT (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Feb. 20, 2014 | |
Debt Conversion [Line Items] | |||||
Convertible Debt | $4,000,000 | ||||
Convertible Debentures And Warrants To Purchase Common Stock | 400,000 | ||||
Payment For Convertible Debentures | 4,000,000 | ||||
Securities Purchase Agreement, Initiation Date | 5-Feb-14 | ||||
Debt Instrument, Maturity Date | 6-Feb-14 | ||||
Debt Instrument, Convertible, Conversion Price | $10 | ||||
Gross Proceeds From Sale Of Securities | 2,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $20 | $10 | |||
Warrants Expiration Date | 6-Feb-19 | ||||
Debt Conversion Converted Instrument Value Warrants Issued | 254,000 | 254,024 | 0 | ||
Debt Conversion, Converted Instrument, Amount | 3,746,000 | 4,172,444 | 0 | ||
Deposit Liabilities, Accrued Interest | 172,000 | ||||
Fair Value Assumptions, Risk Free Interest Rate | 1.07% | 0.92% | |||
Fair Value Assumptions, Expected Volatility Rate | 110.00% | 109.00% | |||
Fair Value Assumptions, Expected Term | 3 years 7 months 20 days | 4 years 1 month 20 days | |||
Debt Instrument, Unamortized Discount | 254,000 | ||||
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] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Gross Proceeds From Sale Of Securities | $8,000,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||
Feb. 05, 2014 | Sep. 30, 2014 | Feb. 20, 2014 | ||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 6,604,096 | 275,000 | ||
Exercise Price (in dollars per share) | $20 | $10 | ||
Warrants Expiration Date | 6-Feb-19 | |||
Warrant One [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 1,365 | [1] | ||
Exercise Price (in dollars per share) | $3.75 | [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) | 5,252 | |||
Exercise Price (in dollars per share) | $321.30 | |||
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) | 4,570 | |||
Warrants Expiration Date | 31-Dec-15 | |||
Warrant Three [Member] | Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price (in dollars per share) | $1,989 | |||
Warrant Three [Member] | Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price (in dollars per share) | $2,019.60 | |||
August 2014 Public Offering [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 5,040,011 | [1] | ||
Exercise Price (in dollars per share) | $4.68 | [1] | ||
Warrants Expiration Date | 20-Aug-19 | [1] | ||
February 2013 Public Offering [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 550,000 | [1] | ||
Exercise Price (in dollars per share) | $3.75 | [1] | ||
Warrants Expiration Date | 20-Feb-18 | [1] | ||
February 2013 Public Offering - Placement Agents [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 38,496 | |||
Exercise Price (in dollars per share) | $12.50 | |||
Warrants Expiration Date | 4-Feb-18 | |||
November 2012 Private Placement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 50,000 | |||
Exercise Price (in dollars per share) | $25 | |||
Warrants Expiration Date | 2-Nov-17 | |||
June 2012 Public Offering [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 149,069 | |||
Exercise Price (in dollars per share) | $25 | |||
Warrants Expiration Date | 13-Jun-17 | |||
December 2011 Underwritten Offering [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 462,411 | |||
Exercise Price (in dollars per share) | $12 | |||
Warrants Expiration Date | 6-Dec-16 | |||
April 2011 Private Placement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 302,922 | |||
Exercise Price (in dollars per share) | $15 | |||
Warrants Expiration Date | 31-Mar-16 | |||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrant may be exercised are subject to adjustment for bdown-roundsb and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 96,988 warrants issued in August 2014. |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | |||
Aug. 20, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 20, 2014 | Feb. 05, 2014 | |
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,604,096 | 275,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $10 | $20 | |||
Proceeds from Issuance or Sale of Equity | $13,475,832 | ||||
Proceeds from (Repurchase of) Equity | 11,877,143 | ||||
Payments of Stock Issuance Costs | 1,598,689 | 518,822 | 0 | ||
Underwriter [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 275,000 | ||||
August 2014 Debenture [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | ||||
Share Price | $3.76 | ||||
Debt Instrument, Face Amount | 4,000,000 | ||||
Interest Payable | $172,444 | ||||
Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Share Price | $0.01 | ||||
Common Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 3,583,333 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,833,333 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | ||||
Share Price | $3.75 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 6.40% | ||||
Common Stock [Member] | Underwriter [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,988 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.69 | ||||
Common Stock [Member] | August 2014 Debenture [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,109,690 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.68 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,109,690 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Line of Credit Facility [Line Items] | ||
Notes Payable, Current | $103,325 | $0 |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Initiation Date | 29-Jul-14 | |
Line of Credit Facility, Interest Rate During Period | 8.00% | |
Line of Credit Facility, Expiration Period | 60 days | |
Proceeds from Lines of Credit | 617,500 | |
Repayments of Lines of Credit | 3,000 | |
Notes Payable, Current | 450,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $1,000,000 |
REVERSE_STOCK_SPLIT_AND_RECAPI1
REVERSE STOCK SPLIT AND RECAPITALIZATION (Details Textual) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
REVERSE STOCK SPLIT AND RECAPITALIZATION [Line Items] | ||
Stockholders' Equity, Reverse Stock Split | At the annual meeting of stockholders held on May 22, 2014, the Companys stockholders approved an amendment to the certificate of incorporation to effect a reverse split of the Companys common stock at a ratio between 1:10 to 1:20 in order to satisfy requirements for the listing of the Companys common stock on the NASDAQ Capital Market. In addition, the proposal approved by the stockholders provided that if the reverse split was effected, the number of shares of common stock that the Company is authorized to issue would be reduced from 150,000,000 to the greater of (A) 20,000,000 and (B) the number of shares equal to three (3) times the sum of the number of all shares of common stock outstanding and the number of shares of common stock issuable upon exercise or conversion of all outstanding options, warrants and convertible debt. | |
Stockholders' Equity Note, Reverse Stock Split, Conversion Ratio | 1-for-20 | |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock Shares Previously Authorized | 150,000,000 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $146,559 | $297,674 | $682,775 | $1,101,465 |
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 | 162,141 | 291,398 | 681,660 | 1,080,292 |
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 | 31,441 | 84,949 | 142,142 | 297,561 |
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 | 130,700 | 206,449 | 491,665 | 782,731 |
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 | 47,853 | 0 |
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 | -15,582 | 6,276 | 1,115 | 21,173 |
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 | -15,582 | 5,812 | 1,115 | 10,134 |
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 | $464 | $0 | $11,039 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 108.00% | 109.00% |
Risk-free interest rate | 1.76% | |
Expected life (years) | 6 years | 6 years |
Dividend | 0.00% | 0.00% |
Weighted-average exercise price | $7.40 | $9.40 |
Weighted-average grant-date fair value | $6.20 | $7.80 |
Minimum [Member] | ||
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 0.92% | |
Maximum [Member] | ||
Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 1.82% |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 634,658 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 20,000 |
Canceled - Number of Shares Issuable Upon Exercise of Outstanding Options | -21,018 |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | -14,474 |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 619,166 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 278,051 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 341,115 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 278,051 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $18.07 |
Granted - Weighted Average Exercise Price (in dollars per share) | $7.40 |
Canceled - Weighted Average Exercise Price (in dollars per share) | $19.57 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $15 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $17.64 |
Vested - Weighted Average Exercise Price (in dollars per share) | $27.98 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $9.21 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $27.98 |
Vested - Weighted Average Remaining Contracted Term in Years | 4 years 14 days |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 7 days |
Exercisable - Weighted Average Remaining Contracted Term in Years | 4 years 14 days |
Vested - Aggregate Intrinsic Value (in dollars) | $0 |
Unvested - Aggregate Intrinsic Value (in dollars) | 0 |
Exercisable - Aggregate Intrinsic Value (in dollars) | $0 |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | |
Feb. 20, 2014 | Sep. 30, 2014 | Oct. 31, 2013 | Dec. 31, 2013 | Feb. 05, 2014 | |
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 | 81,805 | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $27.98 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $1,094,000 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 562,000 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 193,000 | ||||
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | $16.23 | ||||
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | $5.90 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 259,310 | ||||
Estimated Stock Based Compensation Expense Up On Vesting Of Options | 418,000 | ||||
Anti-Dilution Option Reduced By Expiration Of Warrants | 14,474 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $10 | $20 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 275,000 | 6,604,096 | |||
Anti-Dilution Option Reduced Rate | 19 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $1,849,000 | ||||
Performance Based [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 | 264,278 | ||||
Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Forfeitures Rate | 2.00% | ||||
Chief Executive Officer [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 | 96,278 | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | 15 | ||||
Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Forfeitures Rate | 0.00% |
NET_INCOME_LOSS_PER_SHARE_Deta
NET INCOME (LOSS) PER SHARE (Details) (Convertible Debt [Member]) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,604,096 | 1,839,123 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 619,166 | 305,233 |
RESTRUCTURING_COSTS_Details_Te
RESTRUCTURING COSTS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restructuring Cost and Reserve [Line Items] | ||||
Payment Of Lump Sum Amount Related To Employment Agreement | $160,000 | |||
Restructuring Costs, Total | $0 | $0 | $221,815 | $0 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Related Party Transaction [Line Items] | ||
Amount Invoiced Under Clinical Trial Agreements | $486,000 | |
Payment Towards Clinical Trial Agreements | 469,000 | |
Related Party Transaction, Amounts of Transaction | $62,500 |