Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 7,562,762 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1279704 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $7,029,612 | $9,422,627 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 171,025 | 220,611 |
Total current assets | 7,255,637 | 9,698,238 |
FIXED ASSETS, NET | 1,968,508 | 2,033,944 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 10,911,479 | 13,419,516 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 180,370 | 119,923 |
Accounts payable and accrued liabilities | 824,240 | 933,988 |
Derivative liability | 4,888,664 | 5,176,915 |
Capital lease obligations | 2,259 | 2,180 |
Total current liabilities | 5,895,533 | 6,233,006 |
LONG-TERM LIABILITIES: | ||
Notes payable, less current maturities | 269,630 | 330,077 |
Deferred rent | 148,313 | 147,774 |
Capital lease obligation, less current portion | 9,836 | 11,126 |
Total long-term liabilities | 427,779 | 488,977 |
Total liabilities | 6,323,312 | 6,721,983 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.00001 par value; 20,000,000 shares authorized; 7,562,762 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 76 | 76 |
Additional paid-in capital | 66,000,917 | 65,809,127 |
Deficit accumulated | -61,412,826 | -59,111,670 |
Total stockholders’ equity | 4,588,167 | 6,697,533 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $10,911,479 | $13,419,516 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 7,562,762 |
Common stock, shares outstanding | 7,562,762 | 7,562,762 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
COSTS AND EXPENSES: | ||
Research and development | $1,643,994 | $1,715,307 |
General and administrative | 943,433 | 1,087,035 |
Restructuring costs | 0 | 16,882 |
Total costs and expenses | 2,587,427 | 2,819,224 |
LOSS FROM OPERATIONS | -2,587,427 | -2,819,224 |
OTHER INCOME (EXPENSE): | ||
Gain (loss) on revaluation of derivative warrants | 288,251 | -54,945 |
Interest expense, net | -1,980 | -69,244 |
Total other income (expense), net | 286,271 | -124,189 |
NET LOSS | ($2,301,156) | ($2,943,413) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE (in dollors per share) | ($0.30) | ($1.03) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER COMMON SHARE (in shares) | 7,562,762 | 2,869,739 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($2,301,156) | ($2,943,413) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 90,044 | 96,048 |
Stock-based compensation expense | 191,790 | 262,526 |
Non-cash interest expense related to convertible debt | 0 | 19,052 |
Loss on disposal of fixed assets | 858 | 2,269 |
(Gain) loss on revaluation of derivative warrants | -288,251 | 54,945 |
Changes in: | ||
Accounts payable and accrued liabilities | -109,748 | -169,751 |
Prepaid expenses and other current assets | 49,586 | 82,344 |
Other assets and liabilities | 539 | 1,380 |
Cash used in operating activities | -2,366,338 | -2,594,600 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | -25,466 | -15,191 |
Cash used in investing activities | -25,466 | -15,191 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 0 | 4,000,000 |
Payments on capital lease obligations | -1,211 | -626 |
Cash (used in) provided by financing activities | -1,211 | 3,999,374 |
(DECREASE) INCREASE IN CASH AND EQUIVALENTS | -2,393,015 | 1,389,583 |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 9,422,627 | 2,418,384 |
CASH AND EQUIVALENTS AT END OF PERIOD | 7,029,612 | 3,807,967 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Relative fair value of warrants issued with debentures | $0 | $254,024 |
NATURE_OF_BUSINESS_ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 3 Months Ended | ||
Mar. 31, 2015 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature Of Business Organization and Going Concern Disclosure [Text Block] | 1 | NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | |
Cellectar Biosciences, Inc. (the “Company”) is a biopharmaceutical company developing compounds for the treatment, diagnosis and imaging of cancer. 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 three months ended March 31, 2015, generated a net loss of approximately $2,301,000. The Company expects that it will continue to generate operating losses for the foreseeable future. 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, 2014 has been derived from audited financial statements. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2015, the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, the condensed consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 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 March 31, 2015 and consolidated results of its operations for the three months ended March 31, 2015 and 2014, and its cash flows for the three months ended March 31, 2015 and 2014. The results for the three months ended March 31, 2015 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, 2014, which was filed with the SEC on March 24, 2015, as amended by Form 10K/A filed with the SEC on May 20, 2015. | |||
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 March 31, 2015 and December 31, 2014 consisted of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. | |||
Goodwill — 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 three months ended March 31, 2015 and 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 three months ended March 31, 2015 and 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 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, “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 at March 31, 2015 and December 31, 2014. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At March 31, 2015 and December 31, 2014, these warrants represented the only outstanding derivative instruments issued or held by the Company. | |||
Going Concern — 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 | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 in July 2010 (“July 2010 Warrants”) that are classified within the Level 2 hierarchy. In February 2013, the Company issued warrants in a public offering (“February 2013 Public Offering Warrants”), of which 550,000 warrants are outstanding, and are classified within the Level 3 hierarchy. In August 2014, the Company issued 4,943,023 warrants as part of a public offering (the “August 2014 Warrants”) which are listed on the NASDAQ Capital Market under the symbol “CLRBW”. There are certain periods, however, when trading volume of the August 2014 Warrants is low, causing them to be 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 March 31, 2015 and December 31, 2014: | ||||||||||||||
March 31, 2015 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
July 2010 Warrants | $ | — | $ | 700 | $ | — | $ | 700 | ||||||
February 2013 Public Offering Warrants | — | — | 1,039,500 | 1,039,500 | ||||||||||
August 2014 Warrants | — | 3,848,464 | — | 3,848,464 | ||||||||||
Total | $ | — | $ | 3,849,164 | $ | 1,039,500 | $ | 4,888,664 | ||||||
December 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
July 2010 Warrants | $ | — | $ | 999 | $ | — | $ | 999 | ||||||
February 2013 Public Offering Warrants | — | — | 1,127,500 | 1,127,500 | ||||||||||
August 2014 Warrants | — | 4,048,416 | — | 4,048,416 | ||||||||||
Total | $ | — | $ | 4,049,415 | $ | 1,127,500 | $ | 5,176,915 | ||||||
In order to estimate the fair value of the July 2010 Warrants, the Company uses the Black-Scholes option pricing model and assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates. Assumptions used are generally consistent with those disclosed for stock-based compensation (see Note 5). | ||||||||||||||
In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments as of March 31, 2015, 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 .87%, volatility of 90%, remaining contractual term of 2.89 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 assumptions used to estimate the value of the February 2013 Public Offering Warrants as of December 31, 2014 include the fair value of the underlying stock, risk free interest rates ranging from 1.07% to 2.63%, volatility ranging from 100% to 115%, the contractual term of the warrants ranging from 3.14 to 3.89 years, future financing requirements and dividend rates. | ||||||||||||||
The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy. | ||||||||||||||
Three Months Ended | Twelve Months Ended December 31, | |||||||||||||
March 31, | 2014 | |||||||||||||
2015 | ||||||||||||||
Beginning balance – Fair value | $ | 1,127,500 | $ | 3,355,000 | ||||||||||
Gain on derivatives resulting from change in fair value | -88,000 | -2,227,500 | ||||||||||||
Ending balance – Fair value | $ | 1,039,500 | $ | 1,127,500 | ||||||||||
To estimate the fair value of the August 2014 Warrants, the Company calculated the weighted average closing price of the August 2014 Warrants for the 10 trading day period that ended on the balance sheet date. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Equity [Abstract] | |||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 3 | 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 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. The Company determined that these warrants meet the requirements for classification as equity. | |||||||||||
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. | |||||||||||
August 2014 Debenture Tender and Exchange | |||||||||||
In conjunction with the August 2014 Underwritten Offering, all of the holders of the 8% convertible debentures issued in February 2014 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 $172,435 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. All warrants to purchase common stock issues with the convertible debentures expired upon the extinguishment of the debentures. | |||||||||||
Common Stock Warrants | |||||||||||
The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2015. | |||||||||||
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 | ||||||||
July 2010 Warrants (1) | 1,365 | 3.75 | 27-Jul-15 | ||||||||
July 2010 warrants | 5,252 | 321.3 | 27-Jul-15 | ||||||||
July and December 2010 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 warrants may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 2, with the exception of 96,988 warrants issued to the underwriter in August 2014, which did not include the cash settlement feature. | ||||||||||
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | |
Mar. 31, 2015 | ||
Debt Disclosure [Abstract] | ||
Notes Payable Disclosure [Text Block] | 4 | NOTES PAYABLE |
The notes payable balance at March 31, 2015 consists of two loans totaling $450,000 from the Wisconsin Economic Development Corporation dated September 15, 2010. | ||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5 | STOCK-BASED COMPENSATION | ||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
The 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 | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Employee and director stock option grants: | ||||||||||||||
Research and development | $ | 43,356 | $ | 63,427 | ||||||||||
General and administrative | 145,336 | 184,385 | ||||||||||||
188,692 | 247,812 | |||||||||||||
Non-employee consultant stock option grants: | ||||||||||||||
Research and development | 3,098 | 14,714 | ||||||||||||
3,098 | 14,714 | |||||||||||||
Total stock-based compensation | $ | 191,790 | $ | 262,526 | ||||||||||
Assumptions Used In Determining Fair Value | ||||||||||||||
Valuation and amortization method. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period). | ||||||||||||||
Volatility. The Company estimates volatility based on an average of (1) the Company’s historical volatility since its common stock has been publicly traded and (2) review of volatility estimates of publicly held drug development companies with similar market capitalizations. | ||||||||||||||
Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. | ||||||||||||||
Expected term. The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service. | ||||||||||||||
Forfeitures. The Company records stock-based compensation expense only for those awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. An annual forfeiture rate of 2% and 0% was applied to all unvested options for employees and directors, respectively, for the three months ended March 31, 2015 and for the year ended December 31, 2014. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest. | ||||||||||||||
The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, 2015 | ||||||||||||||
Volatility | 107 | % | ||||||||||||
Risk-free interest rate | 1.7 | % | ||||||||||||
Expected life (years) | 6 | |||||||||||||
Dividend | 0 | % | ||||||||||||
Weighted-average exercise price | $ | 2.69 | ||||||||||||
Weighted-average grant-date fair value | $ | 2.2 | ||||||||||||
Exercise prices for all grants made during the three months ended March 31, 2015 were equal to the market value of the Company’s common stock on the date of grant. There were no stock option grants during the three months ended March 31, 2014. | ||||||||||||||
Stock Option Activity | ||||||||||||||
A summary of stock option activity is as follows: | ||||||||||||||
Number of 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, 2014 | 719,466 | $ | 15.59 | |||||||||||
Granted | 110,200 | $ | 2.69 | |||||||||||
Canceled | — | $ | ||||||||||||
Forfeited | — | $ | ||||||||||||
Outstanding at March 31, 2015 | 829,666 | $ | 13.88 | |||||||||||
Vested, March 31, 2015 | 365,865 | $ | 22.84 | 4.8 | $ | 6,657 | ||||||||
Unvested, March 31, 2015 | 463,801 | $ | 6.81 | 9.06 | $ | 58,127 | ||||||||
Exercisable at March 31, 2015 | 365,865 | $ | 22.84 | 4.8 | $ | 6,657 | ||||||||
The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. | ||||||||||||||
As of March 31, 2015, there was approximately $1,386,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $620,000, $476,000, and $290,000 during 2015, 2016, and 2017, respectively. The Company expects 381,996 unvested options to vest in the future. In addition, there are outstanding options to purchase 141,805 shares of common stock that vest upon the occurrence of future events. In certain cases, the Company was not able to conclude that the achievement of the performance condition is probable; in those cases, the Company has not recognized any expense associated with the fair value of the related awards, which totals $327,000. 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 March 31, 2015 was $13.65 and $4.35, respectively. | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||
Mar. 31, 2015 | |||
Income Tax Disclosure [Abstract] | |||
Income Tax Disclosure [Text Block] | 6 | INCOME TAXES | |
The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards, (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 three months ended March 31, 2015 or 2014 because the Company has experienced losses on a tax basis since inception. Because of the limited operating history, continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the value of its gross deferred tax asset. | |||
The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. | |||
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | 7 | NET LOSS PER SHARE | ||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss, as adjusted, by the sum of the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock options and warrants. Since there is a net loss attributable to common stockholders for the three months ended March 31, 2015 and 2014, the inclusion of common stock equivalents in the computation for those periods would be antidilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented. | ||||||||
The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Warrants | 6,604,096 | 1,964,123 | ||||||
Stock options | 829,666 | 603,979 | ||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||
Mar. 31, 2015 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies Disclosure [Text Block] | 8 | COMMITMENTS AND CONTINGENCIES | |
The Company is involved in legal matters and disputes in the ordinary course of business. We do not anticipate that the outcome of such matters and disputes will materially affect the Company’s financial statements. | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | ||
Mar. 31, 2015 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions Disclosure [Text Block] | 9 | 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 three months ended March 31, 2015, the Company was invoiced $285,185 by UW, of which $262,968 has been paid, for costs associated with clinical trial agreements. | |||
NATURE_OF_BUSINESS_ORGANIZATIO1
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and December 31, 2014 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 — 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 three months ended March 31, 2015 and 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 three months ended March 31, 2015 and 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 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, “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 at March 31, 2015 and December 31, 2014. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At March 31, 2015 and December 31, 2014, these warrants represented the only outstanding derivative instruments issued or held by the Company. |
Liquidity Disclosure [Policy Text Block] | Going Concern — 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. |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of March 31, 2015 and December 31, 2014: | |||||||||||||
March 31, 2015 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
July 2010 Warrants | $ | — | $ | 700 | $ | — | $ | 700 | ||||||
February 2013 Public Offering Warrants | — | — | 1,039,500 | 1,039,500 | ||||||||||
August 2014 Warrants | — | 3,848,464 | — | 3,848,464 | ||||||||||
Total | $ | — | $ | 3,849,164 | $ | 1,039,500 | $ | 4,888,664 | ||||||
December 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
July 2010 Warrants | $ | — | $ | 999 | $ | — | $ | 999 | ||||||
February 2013 Public Offering Warrants | — | — | 1,127,500 | 1,127,500 | ||||||||||
August 2014 Warrants | — | 4,048,416 | — | 4,048,416 | ||||||||||
Total | $ | — | $ | 4,049,415 | $ | 1,127,500 | $ | 5,176,915 | ||||||
Schedule Of Changes In Fair Value Warrants Classified Level Three [Table Text Block] | The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy. | |||||||||||||
Three Months Ended | Twelve Months Ended December 31, | |||||||||||||
March 31, | 2014 | |||||||||||||
2015 | ||||||||||||||
Beginning balance – Fair value | $ | 1,127,500 | $ | 3,355,000 | ||||||||||
Gain on derivatives resulting from change in fair value | -88,000 | -2,227,500 | ||||||||||||
Ending balance – Fair value | $ | 1,039,500 | $ | 1,127,500 | ||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Equity [Abstract] | |||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2015. | ||||||||||
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 | ||||||||
July 2010 Warrants (1) | 1,365 | 3.75 | 27-Jul-15 | ||||||||
July 2010 warrants | 5,252 | 321.3 | 27-Jul-15 | ||||||||
July and December 2010 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 warrants may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 2, with the exception of 96,988 warrants issued to the underwriter in August 2014, which did not include the cash settlement feature. | ||||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Employee and director stock option grants: | ||||||||||||||
Research and development | $ | 43,356 | $ | 63,427 | ||||||||||
General and administrative | 145,336 | 184,385 | ||||||||||||
188,692 | 247,812 | |||||||||||||
Non-employee consultant stock option grants: | ||||||||||||||
Research and development | 3,098 | 14,714 | ||||||||||||
3,098 | 14,714 | |||||||||||||
Total stock-based compensation | $ | 191,790 | $ | 262,526 | ||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, 2015 | ||||||||||||||
Volatility | 107 | % | ||||||||||||
Risk-free interest rate | 1.7 | % | ||||||||||||
Expected life (years) | 6 | |||||||||||||
Dividend | 0 | % | ||||||||||||
Weighted-average exercise price | $ | 2.69 | ||||||||||||
Weighted-average grant-date fair value | $ | 2.2 | ||||||||||||
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, 2014 | 719,466 | $ | 15.59 | |||||||||||
Granted | 110,200 | $ | 2.69 | |||||||||||
Canceled | — | $ | ||||||||||||
Forfeited | — | $ | ||||||||||||
Outstanding at March 31, 2015 | 829,666 | $ | 13.88 | |||||||||||
Vested, March 31, 2015 | 365,865 | $ | 22.84 | 4.8 | $ | 6,657 | ||||||||
Unvested, March 31, 2015 | 463,801 | $ | 6.81 | 9.06 | $ | 58,127 | ||||||||
Exercisable at March 31, 2015 | 365,865 | $ | 22.84 | 4.8 | $ | 6,657 | ||||||||
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Warrants | 6,604,096 | 1,964,123 | ||||||
Stock options | 829,666 | 603,979 | ||||||
NATURE_OF_BUSINESS_ORGANIZATIO2
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Net Income (Loss) Attributable to Parent, Total | $2,301,156 | $2,943,413 | |
Certificates of Deposit, at Carrying Value | $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 |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Warrants | $4,888,664 | $5,176,915 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,039,500 | 1,127,500 |
July 2010 Warrants [Member] | ||
Liabilities: | ||
Warrants | 700 | 999 |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 3,848,464 | 4,048,416 |
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] | July 2010 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrants | 3,849,164 | 4,049,415 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | July 2010 Warrants [Member] | ||
Liabilities: | ||
Warrants | 700 | 999 |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 3,848,464 | 4,048,416 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Warrants | 1,039,500 | 1,127,500 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,039,500 | 1,127,500 |
Fair Value, Inputs, Level 3 [Member] | July 2010 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | $0 | $0 |
FAIR_VALUE_Details_1
FAIR VALUE (Details 1) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Gain on derivatives resulting from change in fair value | $288,251 | ($54,945) | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance - Fair value | 1,127,500 | 3,355,000 | 3,355,000 |
Gain on derivatives resulting from change in fair value | -88,000 | -2,227,500 | |
Ending balance - Fair value | $1,039,500 | $1,127,500 |
FAIR_VALUE_Details_Textual
FAIR VALUE (Details Textual) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair Value Assumptions, Risk Free Interest Rate | 0.87% | 1.07% | 2.63% | ||
Fair Value Assumptions, Expected Volatility Rate | 90.00% | 100.00% | 115.00% | ||
Fair Value Assumptions, Expected Term | 2 years 10 months 20 days | 3 years 1 month 20 days | 3 years 10 months 20 days | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,604,096 | ||||
February 2013 Public Offering Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Outstanding | 550,000 | ||||
August 2014 Public Offering Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number Of Warrants Issued | 4,943,023 | ||||
July 2010 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 | 1,365 | [1] | |||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrants may be exercised are subject to adjustment for bdown-roundsb and the warrants have been accounted for as derivative instruments as described in Note 2, with the exception of 96,988 warrants issued to the underwriter in August 2014, which did not include the cash settlement feature. |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | 6,604,096 | |
July 2010 Warrants [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] |
July 2010 Warrants [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 | |
July and December 2010 Warrants [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 | |
July and December 2010 Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $1,989 | |
July and December 2010 Warrants [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 warrants may be exercised are subject to adjustment for bdown-roundsb and the warrants have been accounted for as derivative instruments as described in Note 2, with the exception of 96,988 warrants issued to the underwriter in August 2014, which did not include the cash settlement feature. |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | |
Aug. 20, 2014 | Mar. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,604,096 | |
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 | |
August 2014 Debenture [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $3.76 | |
Debt Instrument, Face Amount | 4,000,000 | |
Interest Payable | $172,435 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
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, Exercise Price of Warrants or Rights | $4.69 | |
Common Stock [Member] | August 2014 Underwritten Offering [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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Notes Payable, Current | $180,370 | $119,923 |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Notes Payable, Current | $450,000 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $191,790 | $262,526 |
Employee and Director Stock Option Grants [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 188,692 | 247,812 |
Employee and Director Stock Option Grants [Member] | Research and Development [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 43,356 | 63,427 |
Employee and Director Stock Option Grants [Member] | General and Administrative [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 145,336 | 184,385 |
Non Employee Consultant Stock Option Grants [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 3,098 | 14,714 |
Non Employee Consultant Stock Option Grants [Member] | Research and Development [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $3,098 | $14,714 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 107.00% |
Risk-free interest rate | 1.70% |
Expected life (years) | 6 years |
Dividend | 0.00% |
Weighted-average exercise price | $2.69 |
Weighted-average grant-date fair value | $2.20 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 719,466 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 110,200 |
Canceled - Number of Shares Issuable Upon Exercise of Outstanding Options | 0 |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | 0 |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 829,666 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 365,865 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 463,801 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 365,865 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $15.59 |
Granted - Weighted Average Exercise Price (in dollars per share) | $2.69 |
Canceled - Weighted Average Exercise Price (in dollars per share) | $0 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $0 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $13.88 |
Vested - Weighted Average Exercise Price (in dollars per share) | $22.84 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $6.81 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $22.84 |
Vested - Weighted Average Remaining Contracted Term in Years | 4 years 9 months 18 days |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 22 days |
Exercisable - Weighted Average Remaining Contracted Term in Years | 4 years 9 months 18 days |
Vested - Aggregate Intrinsic Value (in dollars) | $6,657 |
Unvested - Aggregate Intrinsic Value (in dollars) | 58,127 |
Exercisable - Aggregate Intrinsic Value (in dollars) | $6,657 |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
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 | 141,805 |
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $620,000 |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 476,000 |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 290,000 |
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | $13.65 |
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | $4.35 |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 381,996 |
Estimated Stock Based Compensation Expense Up On Vesting Of Options | 327,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $1,386,000 |
Minimum [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% |
Maximum [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% |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) (Convertible Debt [Member]) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
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 | 1,964,123 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 829,666 | 603,979 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |
Amount Invoiced Under Clinical Trial Agreements | $285,185 |
Payment Towards Clinical Trial Agreements | $262,968 |