Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1,279,704 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 8,581,405 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,472,527 | $ 9,422,627 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 445,281 | 220,611 |
Total current assets | 2,972,808 | 9,698,238 |
FIXED ASSETS, NET | 1,801,365 | 2,033,944 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 6,461,507 | 13,419,516 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 242,380 | 119,923 |
Accounts payable and accrued liabilities | 579,812 | 933,988 |
Derivative liability | 4,651,000 | 5,176,915 |
Capital lease obligations | 2,384 | 2,180 |
Total current liabilities | 5,475,576 | 6,233,006 |
LONG-TERM LIABILITIES: | ||
Notes payable, less current maturities | 147,919 | 330,077 |
Deferred rent | 149,249 | 147,774 |
Capital lease obligation, less current portion | 8,612 | 11,126 |
Total long-term liabilities | 305,780 | 488,977 |
TOTAL LIABILITIES | 5,781,356 | 6,721,983 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of September 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.00001 par value; 40,000,000 shares authorized; 7,564,133 and 7,562,762 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 76 | 76 |
Additional paid-in capital | 66,237,688 | 65,809,127 |
Deficit accumulated | (65,557,613) | (59,111,670) |
Total stockholders’ equity | 680,151 | 6,697,533 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 6,461,507 | $ 13,419,516 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
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) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 7,564,133 | 7,562,762 |
Common stock, shares outstanding | 7,564,133 | 7,562,762 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
COSTS AND EXPENSES: | ||||
Research and development | $ 1,167,768 | $ 1,470,297 | $ 4,194,727 | $ 4,566,403 |
General and administrative | 834,888 | 802,794 | 2,595,979 | 2,849,714 |
Restructuring costs | 89,848 | 0 | 180,348 | 221,815 |
Total costs and expenses | 2,092,504 | 2,273,091 | 6,971,054 | 7,637,932 |
LOSS FROM OPERATIONS | (2,092,504) | (2,273,091) | (6,971,054) | (7,637,932) |
OTHER INCOME: | ||||
Gain on revaluation of derivative warrants | 233,649 | 2,850,171 | 526,024 | 3,368,977 |
Interest income (expense), net | 617 | (253,058) | (913) | (436,272) |
Total other income, net | 234,266 | 2,597,113 | 525,111 | 2,932,705 |
NET INCOME (LOSS) | $ (1,858,238) | $ 324,022 | $ (6,445,943) | $ (4,705,227) |
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE | $ (0.25) | $ 0.06 | $ (0.85) | $ (1.31) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE | 7,563,701 | 5,012,206 | 7,563,078 | 3,591,742 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,445,943) | $ (4,705,227) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 271,508 | 277,688 |
Stock-based compensation expense | 428,561 | 682,775 |
Non-cash interest expense related to convertible debt | 0 | 426,458 |
Loss on disposal of fixed assets | 858 | 2,269 |
Gain on revaluation of derivative warrants | (526,024) | (3,368,977) |
Changes in: | ||
Accounts payable and accrued liabilities | (354,067) | (22,594) |
Prepaid expenses and other current assets | (95,014) | 4,335 |
Other assets and liabilities | 1,475 | 4,000 |
Cash used in operating activities | (6,718,646) | (6,699,273) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (39,787) | (17,397) |
Cash used in investing activities | (39,787) | (17,397) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Long-term debt payments | (59,701) | 0 |
Proceeds from issuance of convertible debentures | 0 | 4,000,000 |
Proceeds from issuance of notes payable | 0 | 617,500 |
Payment of notes payable | 0 | (617,500) |
Proceeds from issuance of common stock and warrants, net of issuance costs | 0 | 12,395,965 |
Cash paid for issuance costs | 0 | (518,822) |
Change in deferred issuance costs | (129,656) | 0 |
Reverse stock split fractional shares | 0 | (1,158) |
Payments on capital lease obligations | (2,310) | (1,694) |
Cash (used in) provided by financing activities | (191,667) | 15,874,291 |
(DECREASE) INCREASE IN CASH AND EQUIVALENTS | (6,950,100) | 9,157,621 |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 9,422,627 | 2,418,384 |
CASH AND EQUIVALENTS AT END OF PERIOD | 2,472,527 | 11,576,005 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Exchange of debentures and accrued interest for common stock | 0 | 4,172,444 |
Fair value of warrants classified as a derivative liability | 0 | 4,102,709 |
Relative fair value of warrants issued with debentures | 0 | 254,024 |
Interest paid | $ 43,597 | $ 0 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 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 phospholipid ether-drug conjugates (PDCs) for the treatment and diagnostic 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 nine months ended September 30, 2015, generated a net loss of approximately $ 6,446,000 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 September 30, 2015, the condensed consolidated statements of operations for the three months and nine months ended September 30, 2015 and 2014, the condensed consolidated statements of cash flows for the nine months ended September 30, 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 September 30, 2015 and consolidated results of its operations for the three months and nine months ended September 30, 2015 and 2014, and its cash flows for the nine months ended September 30, 2015 and 2014. The results for the nine months ended September 30, 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 10-K/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 September 30, 2015 and December 31, 2014 consisted of a certificate of deposit of $ 55,000 Goodwill Long - Lived Assets 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. Fair Value of Financial Instruments The guidance under FASB ASC Topic 825, Financial 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 5,493,023 5,494,388 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 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, 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. In February 2013, the Company issued warrants in a public offering (“February 2013 Public Offering Warrants”), of which 550,000 4,943,023 September 30, 2015 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 594,000 $ 594,000 August 2014 Warrants 4,057,000 4,057,000 Total $ $ 4,057,000 $ 594,000 $ 4,651,000 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 used 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 September 30, 2015, the Company uses a Monte Carlo simulation technique together with assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate of . 82 87.3 2.39 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 2.63 100 115 3.14 3.89 Nine Months Twelve Months September 30, December 31, 2015 2014 Beginning balance Fair value $ 1,127,500 $ 3,355,000 Gain on derivatives resulting from change in fair value (533,500) (2,227,500) Ending balance Fair value $ 594,000 $ 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 | 9 Months Ended |
Sep. 30, 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 3,833,333 4.68 3.75 13,475,832 11,877,143 6.4 1,598,689 96,988 4.6875 275,000 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. These warrants are considered derivative instruments because the agreements contain a certain type of cash settlement feature; therefore, the Company determined that these warrants meet the requirements for classification as a 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. August 2014 Debenture Tender and Exchange In conjunction with the August 2014 Underwritten Offering, all of the holders of the 8 3.76 4,000,000 172,435 1,109,690 1,109,690 4.68 Common Stock Warrants Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date August 2014 Public Offering (1) 5,040,011 $ 4.68 August 20, 2019 February 2013 Public Offering (1) 550,000 3.75 February 20, 2018 February 2013 Public Offering Placement Agents 38,496 12.50 February 4, 2018 November 2012 Private Placement 50,000 25.00 November 2, 2017 June 2012 Public Offering 149,069 25.00 June 13, 2017 December 2011 Underwritten Offering 462,411 12.00 December 6, 2016 April 2011 Private Placement 302,922 15.00 March 31, 2016 December 2010 warrants 4,574 1,989.00 - 2019.60 December 31, 2015 Total 6,597,483 (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 (see Note 10). |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 4. NOTES PAYABLE The notes payable balance at September 30, 2015 consists of two loans with original principal amounts that totaled $ 450,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 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 Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Employee and director stock option grants: Research and development $ 25,749 $ 31,441 $ 109,402 $ 142,142 General and administrative 142,319 130,700 316,755 491,665 Restructuring 47,853 168,068 162,141 426,157 681,660 Non-employee consultant stock option grants: Research and development (3,052) (15,582) 2,404 1,115 Total stock-based compensation $ 165,016 $ 146,559 $ 428,561 $ 682,775 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 0 Nine Months Nine Months September 30, September 30, Volatility 105-107 % 108 % Risk-free interest rate 1.70-1.95 % 1.76 % Expected life (years) 6.0 6.0 Dividend 0 % 0 % Weighted-average exercise price $ 2.65 $ 7.40 Weighted-average grant-date fair value $ 2.17 $ 6.20 Exercise prices for all grants made during the nine months ended September 30, 2015 were equal to the market value of the Company’s common stock on the date of grant. Stock Option Activity Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2014 719,466 $ 15.59 Granted 510,200 $ 2.65 Exercised 8,333 $ 2.74 Canceled 149,177 $ 22.68 Forfeited 283,773 $ 8.22 Outstanding at September 30, 2015 788,383 $ 8.67 Vested, September 30, 2015 253,556 $ 18.04 5.61 $ Unvested, September 30, 2015 534,827 $ 3.04 9.56 $ Exercisable at September 30, 2015 253,556 $ 18.04 5.61 $ 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, 2015, there was approximately $ 971,000 99,000 318,000 258,000 206,000 90,000 534,827 45,000 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. 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. Since there is a net income (loss) attributable to common stockholders for the three and nine months ended September 30, 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. Three and Nine Months Ended September 30, 2015 2014 Warrants 6,597,483 6,604,096 Stock options 788,383 619,166 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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. On August 14, 2015, the Company received a notice from Nasdaq of non-compliance with its continuing listing rules, namely that our stockholders’ equity at June 30, 2015 of $2,373,371, as reported in our Form 10-Q for the quarter then ended, was less than their required $2,500,000 minimum. The failure to meet continuing compliance standards subjects the Company’s common stock to delisting. The Company has requested, and the Nasdaq Staff has granted, an extension of time to effect transactions to allow the Company to regain compliance and to report the same in the Company’s annual report on Form 10-K for the year ended December 31, 2015. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2015, the Company was invoiced $ 479,496 460,356 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. SUBSEQUENT EVENT On October 1, 2015, the Company completed a registered direct offering of 1,017,272 482,728 2.20 In a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offerings”), the Company issued a Series A warrant (the “Series A Warrants” and, together with the Shares and the Pre-Funded Warrants , the “Securities”) to purchase one share of our common stock for each share of common stock purchased or pre-funded in the Registered Offering. The Series A Warrants cover, in the aggregate, 1,500,000 2.83 3,300,000 2,868,000 37,500 2.83 61,000 Pursuant to the terms of the Offerings, the Company has agreed that during the 90-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of common stock or common stock equivalents, subject to certain exceptions including securities issuable pursuant to the Offerings or pursuant to exercises, exchanges or conversions of the Company’s outstanding securities and issuances as a result of acquisitions or strategic transactions. In addition, the Company has agreed to hold a special meeting of stockholders for the purpose of obtaining approval from its stockholders as may be required by the applicable rules and regulations of the Nasdaq Stock Market, including certain adjustments to the exercise price of the Pre-Funded Warrants, which is scheduled for November 30, 2015. If the Company is unable to obtain the stockholder approval at that meeting, it will be required to call a meeting every 90 days to continue seeking the stockholder approval until obtained or until no Series B pre-funded warrants are outstanding. Under the terms of the Pre-Funded Warrants, from and after the time the stockholder approval has been obtained, if the Company issues shares of common stock or common stock equivalents at a purchase price (a “Dilutive Price”) less than the then-effective warrant share purchase price for the Pre-Funded Warrants, which is initially $ 2.20 Similarly, from and after the time the stockholder approval has been obtained until the Company completes an equity financing with gross proceeds of at least $10.0 million, if the Company issues shares of common stock or common stock equivalents for a purchase price less than the then-effective exercise price for the Series A Warrants, the exercise price of the Series A Warrants will be lowered to equal that lower price. In connection with the entry into the purchase agreement, the Company and the purchasers entered into a registration rights agreement (the “Registration Rights Agreement”), which requires the Company to file a registration statement on Form S-3 by November 30, 2015 to provide for the resale of the shares of Common Stock issuable upon the exercise of the Series A Warrants. The Company will also be required to file one or more registration statements from time to time to register the issuance or resale of any additional shares of Common Stock that may become issuable as a result of the Offerings. The Company will be obligated to use its commercially reasonable efforts to keep any registration statement effective until the earlier of (i) the date on which the shares of Common Stock subject to the registration statement may be sold without registration pursuant to Rule 144 under the Securities Act, or (ii) the date on which all of the shares of Common Stock subject to the registration statement have been sold under the registration statement or pursuant to Rule 144 under the Securities Act or any other rule of similar effect. Due to the issuance of common stock at $2.20 per share as part of this Registered Offering, the remaining outstanding warrants issued as part of the February 2013 Public Offering (see Note 3) will be adjusted to reflect the revised exercise price of $2.20 each. |
NATURE OF BUSINESS, ORGANIZAT16
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014 consisted of a certificate of deposit of $ 55,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long - Lived Assets |
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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The guidance under FASB ASC Topic 825, Financial 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 5,493,023 5,494,388 |
Going Concern 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 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 (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014: September 30, 2015 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 594,000 $ 594,000 August 2014 Warrants 4,057,000 4,057,000 Total $ $ 4,057,000 $ 594,000 $ 4,651,000 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. Nine Months Twelve Months September 30, December 31, 2015 2014 Beginning balance Fair value $ 1,127,500 $ 3,355,000 Gain on derivatives resulting from change in fair value (533,500) (2,227,500) Ending balance Fair value $ 594,000 $ 1,127,500 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date August 2014 Public Offering (1) 5,040,011 $ 4.68 August 20, 2019 February 2013 Public Offering (1) 550,000 3.75 February 20, 2018 February 2013 Public Offering Placement Agents 38,496 12.50 February 4, 2018 November 2012 Private Placement 50,000 25.00 November 2, 2017 June 2012 Public Offering 149,069 25.00 June 13, 2017 December 2011 Underwritten Offering 462,411 12.00 December 6, 2016 April 2011 Private Placement 302,922 15.00 March 31, 2016 December 2010 warrants 4,574 1,989.00 - 2019.60 December 31, 2015 Total 6,597,483 (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 (see Note 10). |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Employee and director stock option grants: Research and development $ 25,749 $ 31,441 $ 109,402 $ 142,142 General and administrative 142,319 130,700 316,755 491,665 Restructuring 47,853 168,068 162,141 426,157 681,660 Non-employee consultant stock option grants: Research and development (3,052) (15,582) 2,404 1,115 Total stock-based compensation $ 165,016 $ 146,559 $ 428,561 $ 682,775 |
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 Nine Months September 30, September 30, Volatility 105-107 % 108 % Risk-free interest rate 1.70-1.95 % 1.76 % Expected life (years) 6.0 6.0 Dividend 0 % 0 % Weighted-average exercise price $ 2.65 $ 7.40 Weighted-average grant-date fair value $ 2.17 $ 6.20 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2014 719,466 $ 15.59 Granted 510,200 $ 2.65 Exercised 8,333 $ 2.74 Canceled 149,177 $ 22.68 Forfeited 283,773 $ 8.22 Outstanding at September 30, 2015 788,383 $ 8.67 Vested, September 30, 2015 253,556 $ 18.04 5.61 $ Unvested, September 30, 2015 534,827 $ 3.04 9.56 $ Exercisable at September 30, 2015 253,556 $ 18.04 5.61 $ |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 income (loss) per share since their inclusion would be antidilutive: Three and Nine Months Ended September 30, 2015 2014 Warrants 6,597,483 6,604,096 Stock options 788,383 619,166 |
NATURE OF BUSINESS, ORGANIZAT21
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Net Income (Loss) Attributable to Parent, Total | $ 1,858,238 | $ (324,022) | $ 6,445,943 | $ 4,705,227 | |
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 | 5,493,023 | 5,493,023 | 5,494,388 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Warrants | $ 4,651,000 | $ 5,176,915 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 594,000 | 1,127,500 |
July 2010 Warrants [Member] | ||
Liabilities: | ||
Warrants | 999 | |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 4,057,000 | 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 | |
Fair Value, Inputs, Level 1 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrants | 4,057,000 | 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 | 999 | |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 4,057,000 | 4,048,416 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Warrants | 594,000 | 1,127,500 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 594,000 | 1,127,500 |
Fair Value, Inputs, Level 3 [Member] | July 2010 Warrants [Member] | ||
Liabilities: | ||
Warrants | 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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 | $ 233,649 | $ 2,850,171 | $ 526,024 | $ 3,368,977 | |
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 | (533,500) | (2,227,500) | |||
Ending balance - Fair value | $ 594,000 | $ 594,000 | $ 1,127,500 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Feb. 28, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 82.00% | |||
Fair Value Assumptions, Expected Volatility Rate | 87.30% | |||
Fair Value Assumptions, Expected Term | 2 years 4 months 20 days | |||
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 | |||
Maximum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 2.63% | |||
Fair Value Assumptions, Expected Volatility Rate | 115.00% | |||
Fair Value Assumptions, Expected Term | 3 years 10 months 20 days | |||
Minimum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Assumptions, Risk Free Interest Rate | 1.07% | |||
Fair Value Assumptions, Expected Volatility Rate | 100.00% | |||
Fair Value Assumptions, Expected Term | 3 years 1 month 20 days |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 9 Months Ended | |
Sep. 30, 2015$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 6,597,483 | |
August 2014 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 5,040,011 | [1] |
Exercise Price (in dollars per share) | $ 4.68 | [1] |
Warrants Expiration Date | Aug. 20, 2019 | [1] |
February 2013 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 550,000 | [1] |
Exercise Price (in dollars per share) | $ 3.75 | [1] |
Warrants Expiration Date | Feb. 20, 2018 | [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) | shares | 38,496 | |
Exercise Price (in dollars per share) | $ 12.50 | |
Warrants Expiration Date | Feb. 4, 2018 | |
November 2012 Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 50,000 | |
Exercise Price (in dollars per share) | $ 25 | |
Warrants Expiration Date | Nov. 2, 2017 | |
June 2012 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 149,069 | |
Exercise Price (in dollars per share) | $ 25 | |
Warrants Expiration Date | Jun. 13, 2017 | |
December 2011 Underwritten Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 462,411 | |
Exercise Price (in dollars per share) | $ 12 | |
Warrants Expiration Date | Dec. 6, 2016 | |
April 2011 Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 302,922 | |
Exercise Price (in dollars per share) | $ 15 | |
Warrants Expiration Date | Mar. 31, 2016 | |
December 2010 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Of Shares Issuable Upon Exercise Of Outstanding Warrants (in shares) | shares | 4,574 | |
Warrants Expiration Date | Dec. 31, 2015 | |
December 2010 Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 1,989 | |
December 2010 Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 2,019.60 | |
[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. |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |
Aug. 20, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,597,483 | ||
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 | $ 0 | $ 518,822 |
Warrants Exercise Price | $ 0.01 | ||
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 | $ 4.6875 | ||
Warrants and Rights Outstanding | $ 275,000 | ||
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% | ||
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] | 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 ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Notes Payable, Noncurrent, Total | $ 147,919 | $ 330,077 |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Notes Payable, Noncurrent, Total | $ 450,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $ 165,016 | $ 146,559 | $ 428,561 | $ 682,775 |
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 | 168,068 | 162,141 | 426,157 | 681,660 |
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 | 25,749 | 31,441 | 109,402 | 142,142 |
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 | 142,319 | 130,700 | 316,755 | 491,665 |
Employee and Director Stock Option Grants [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 | 0 | 47,853 |
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 | $ (3,052) | $ (15,582) | $ 2,404 | $ 1,115 |
STOCK-BASED COMPENSATION (Det29
STOCK-BASED COMPENSATION (Details 1) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 108.00% | |
Risk-free interest rate | 1.76% | |
Expected life (years) | 6 years | 6 years |
Dividend | 0.00% | 0.00% |
Weighted-average exercise price | $ 2.65 | $ 7.40 |
Weighted-average grant-date fair value | $ 2.17 | $ 6.20 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 105.00% | |
Risk-free interest rate | 1.70% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 107.00% | |
Risk-free interest rate | 1.95% |
STOCK-BASED COMPENSATION (Det30
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
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 | 510,200 | |
Exercised - Number of Shares Issuable Upon Exercise of Outstanding Options | 8,333 | |
Canceled - Number of Shares Issuable Upon Exercise of Outstanding Options | 149,177 | |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | 283,773 | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 788,383 | |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 253,556 | |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 534,827 | |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 253,556 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 15.59 | |
Granted - Weighted Average Exercise Price (in dollars per share) | 2.65 | $ 7.40 |
Exercised - Weighted Average Exercise Price (in dollars per share) | 2.74 | |
Canceled - Weighted Average Exercise Price (in dollars per share) | 22.68 | |
Forfeited - Weighted Average Exercise Price (in dollars per share) | 8.22 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | 8.67 | |
Vested - Weighted Average Exercise Price (in dollars per share) | 18.04 | |
Unvested - Weighted Average Exercise Price (in dollars per share) | 3.04 | |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 18.04 | |
Vested - Weighted Average Remaining Contracted Term in Years | 5 years 7 months 10 days | |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 6 months 22 days | |
Exercisable - Weighted Average Remaining Contracted Term in Years | 5 years 7 months 10 days | |
Vested - Aggregate Intrinsic Value (in dollars) | $ 0 | |
Unvested - Aggregate Intrinsic Value (in dollars) | 0 | |
Exercisable - Aggregate Intrinsic Value (in dollars) | $ 0 |
STOCK-BASED COMPENSATION (Det31
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 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 | 45,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 99,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 318,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | $ 258,000 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 534,827 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 971,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Four | 206,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Five | $ 90,000 | |
Annual Forfeiture Rate Percentage | 2.00% | 0.00% |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - Convertible Debt [Member] - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,597,483 | 6,604,096 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 788,383 | 619,166 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | Aug. 14, 2015 |
Capital Leased Assets [Line Items] | |
Stockholders Equity Description | the Company received a notice from Nasdaq of non-compliance with its continuing listing rules, namely that our stockholders’ equity at June 30, 2015 of $2,373,371, as reported in our Form 10-Q for the quarter then ended, was less than their required $2,500,000 minimum. The failure to meet continuing compliance standards subjects the Company’s common stock to delisting. The Company has requested, and the Nasdaq Staff has granted, an extension of time to effect transactions to allow the Company to regain compliance and to report the same in the Company’s annual report on Form 10-K for the year ended December 31, 2015. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Related Party Transaction [Line Items] | |
Amount Invoiced Under Clinical Trial Agreements | $ 479,496 |
Payment Towards Clinical Trial Agreements | $ 460,356 |
SUBSEQUENT EVENT (Details Textu
SUBSEQUENT EVENT (Details Textual) - USD ($) | 1 Months Ended | |
Oct. 31, 2015 | Sep. 30, 2015 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,597,483 | |
Subsequent Event [Member] | ||
Registered Direct Offering Shares Of Common Stock | 1,017,272 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 482,728 | |
Offering Price Per Share | $ 2.20 | |
Pre Funded Price Per Share | $ 2.20 | |
Description of Equity Financing | Similarly, from and after the time the stockholder approval has been obtained until the Company completes an equity financing with gross proceeds of at least $10.0 million, if the Company issues shares of common stock or common stock equivalents for a purchase price less than the then-effective exercise price for the Series A Warrants, the exercise price of the Series A Warrants will be lowered to equal that lower price. | |
Subsequent Event [Member] | Private Placement [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,500 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.83 | |
Warrants and Rights Outstanding | $ 61,000 | |
Subsequent Event [Member] | Series A Warrants [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,500,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.83 | |
Gross Proceeds From Offering | $ 3,300,000 | |
Net Proceeds From Offering | $ 2,868,000 |